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06/10/2026 Agreement LIB2
Monroe County Purchasing Policy and Procedures ATTACH MENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTR,ACTS $100,000.00 and Under Contract with:Canon Financial Services Contract# MCPL SandsoftheKeys2024 Effective Date: 03-01-2024 Expiration Date: 03-01-2029 Contract PUrpose/Description: 60 month FMV lease under state contract#44000000-NASPO-I 9-ACS to include C3 725i device with set up, delivery, connectivity and the following options: Cassette Feeding Units AA. Contract is Original Agreement Conti-act Arnendirient/Extension Renewal Contract Manager: Anne L. Rice 3594 Libraries/Stop#6 CONTRACT COSTS Total Dollar ValUe ot'Contract: '$ 9,185A0 Current Year Portion: $ 1,071.63 (MUS't be$100,000.00 or less) (11'111 Lilt iy ear agreement then requires 130CC approval,LiffleSS the Budgeted? YesF,-/] No Grant: $ County Match: Fund/Cost Center/Spend Category: _F—OD1 / CC62023 I SC00050, SC00062, SC_00147 ADDITIONAL COSI S Estimated Ongoing Costs: $ /yr For: (Not included in dollar Value above) (e.&inairuenance, utiliflesjaniforial,salaries, etc.) 111SUrarice Required: YES ONO Z CONTRACT REVIEW Reviewer Date 71n Department I-lead Signature: Kimberly Matthews Dig.iiflib,6y,od by yih,bdy Matt— Dal,:2026,03,23 12.11 31(AVY Digitally signed by Aria Walter County Attorney Signature: Ana Walter Dat.2026,03,23 12:52:05-04'00' ............ -............ __ Drgitaffy s gned by Jaclyn Hatt Risk Management Signature: Jaclyn Flatt Da.te:20216.03.23 16:48:44-04'00'— Digitally signed by J1.111C E.Cuneo Purchasing Signature: Julie E. Cull Dae�2026,03.25 15:34:02-04'OU MajCoSky Digitally signed by Angelica Malcosky OMB Signature: Angelica Dritw,2026M.25 16:02:04-04'00' Comments: Sandi,-vi—thuKeys CGIMVI wz O&C.401111110as PROPOSAL FOR MC PUBLIC LIBRARY imageRUNNER ADVANCE DX C37251 The imageRUNNER ADVANCE DX C3700 Series is designed to enable enhanced office productivity and to deliver high-qualily color output for demanding office environments, These intelligent systems provide an intuitive user experience and support Canon's range of holistic business solutions The imageRUNNER ADVANCE DX C3725i model delivers speeds of up to 26 ppm for black-and-white and color(LTR)and scan speeds of up to 270 ppm for 2 sided scanning.The imageRUNNER ADVANCE DX C3700 Series is built on the Fourth Generation imageRUNNER ADVANCE platform and offers standard Universal �Ea��yN U Login Manager(ULM), UFR IIIPCLIPS Printing„HDD Encryption Kit,Wireless LAN and Remote Operators Software Kit, automatic firmware updates WORKFLOW,„EFFIC„IE„NC„Y- Increase productivity and grow your business with efficient„ streamlined workflows. `Ease of Use *Personalized Experience*Mobile Workflow Support *Built-in Intelligence*End to End Creativity. dF COST MANAGEMENT- Designed to deliver cost savings to help maximize return on investment. *Cost Saving Solutions for: 1), Information Technology 2). Output Management 3), IT and Infrastructure 4).Admin and Purchasing 4, SECURITY- The imageRUNNER ADVANCE Platform offers a range of security capabilities to help facilitate the confidentiality, accessibility, and availability of your information. *Authentication *Document Security*Data& Network Security. .k DEVICE AND FLEET MANAGEMENT- Canon's advanced capabilities for device management can help ease IT burdens and maximize productivity. *Sands of the Keys Total Installation and Smart User Support*Advanced Administration and Management Tools*Efficient Monitoring and Diagnostics .f. qVALITY AND RELIABILITY- The imageRUNNER ADVANCE platform has been designed with your business needs as the primary focus. *Outstanding Quality *Award-Winning Technology *Universal Design USTAINABILITY- Less than one watt of power in sleep mode, new low- heat toner uses fuser, heat. *Energy Efficiency *Eco-Conscious Design *Energy Star Rated PRICING-36 month FMV under 44000000-NASPO-I 9-ACS state contract for$126.06 per month for (1)- Canon imageRUNNER ADVANCE DX C3725i plus 711 B&W pages and 300 color pages per.month for $27.03. Total price of $153.09 per month. Contract for 03/01/2024 - 03/01/2029 Options Include- Cabinet, Inner Finisher, Fax Board. OEM toner, parts and labor maintenance agreement to include 711 B&W pages and 300 color pages for$27.03 per month. Overages billed at$0.0106 per B&W copy and $0.0650 per color copy. Includes all toner, service, parts and labor excluding paper and staples. Any questions, please call me at (305) 783-8002 John Ribble * Account Executive * Sands Qf,1h& U §0RNEY APPRov AS TO F M Christine Digitally signed by Christine Hurley a Date:2026.06.10 "• ., � Hurley �.., .. ,..„ . 14:07:13-04'00' AM tNALTER ASSISTANT COUNTY ATTORNEY DATE .... f f 1 CFSICSAP Worksheet New CFS Worksheet 9.1.2012 Contract/Purchase Order Information Customer/Dealer and Contact Information pSq' „�MONROE COUNTY PUBLIC LIB HAFlY - ///F %�/ Y / VALERIE MOORE / Y6/6Y 23 PgniSAf urhr fig .. // / ___........ ......„.w,u._. _____ // raaD a� *dmrra*'�^�h�.l�wM.Rr r o oa2n/ ��,yao3on �r m/dt/zdzsl Yanai(fhfgVperl(At .;: 8tsa.o_9 k eonext Nf mtiian: t,orac¢oelraimaurreroMetm.canansam .,,,,,.,,,G D7AA% sc,,,,,>,. .'�"'•,�•'y„�!. EQUIPMENT PRICE SERVICE PRICING AND COMPENSATION CFS FUNDING I,d msmrne iNnn[hVV Monthly Im<}nPnly SE:W Color Oeakr '.Ueafer FxteMed CfS f[dal Extended fold{ Cur tract purchase TUPal Contract Equ Pment Equipment $erv:E. ''.Extentletl Copies En," Monthly ''a.. Uealer Color CFS Funtlin@ FunClny 6hu®tage( Monthly Monthly qTy M u Deec purcM1aze Price Price Price la" Sery re Prire 'd pair Rate Comv. -ess Rate F .Amount Amuum Overa a Payment I Payment rp[ion Price _ e Sic .sR / l/ /�// // / l ox cans- . 2,61 uu,s �a 1 2rxIF j� {i / >oe s�3�l l ..otoso 0 00000$ 000000 / CABINET TYPE[I $ ) 35 ��% �/�%r j $ j �/F Soo _C no55o 0 Oe500$ 000000 _ 0 oaaao ....... ..LL,. / / /K, f 0/ff P OUOOUO$000000 000000 �.� OUO(0 00(/0 OOOp/}$ (M11/0 UOU(U 000000 .. ............__......_____._._ / �,„ i,�r vox c 000000 000000 000000. o.0000c /1 R1y,' / /,,,/D 1;/ irr/%; � $ s... 000000, 00000 ..... ......... $ ..w,y»......,, .....__..____..._ ______ __.... 000000 000000 s 000000 000000; //' , // / /// //// /. .,.o 000000- 00000i$ o-00000$ Pi" :/i l" l+r yrwµ��rtvr, NN�NYIIn ✓•4lbrryi�� IHrvN4�f/r �V�r. / I ,/ , o 000000 o�000al $ ......� o 000 ola 00000y 00000 _,�_ e f000arl 000000 000000 o.00rxro ...................................... .....,,,.I ���/cR/ '��J%%%w 1 r ?�/.. sw _:// e 00000(. 000000 .$,... 00000 o �� „, t. o 00000 o 00000$ ..... 000000 - o 00000 1 l P I ll 000000 00000y $ ............. 000000 // i //' .a 000000$ 000000 00000 ,r�wl"."2 E.!ru .....,.......,.. .. SUG Total $3,aa2.3$" $3,BB235. $126.06 $126.66 $27.IX3 $2]113 $9.66 mm $ZU7832 $4,178.32 -$295.9'!'' $153.09 $153,09 I ..:.. SPECIAL INSTRUCTIONSI COMMENTS flpf6itPN"r161lPWkullVG.IL."b4/MMU'tl,'il"r ltli41 F.1Tp¢PdlJCI,lu TG91NCLUUE 7t15&WN'.Mfwv;„u9¢I[P"tlCrG`C010F1F.i6P'.R A16SIH1II.IVi,1DAT5:!003 II'rIV,'.S PAW C5PWAND 9550 PER rXSN.4;'DO'W:LPV �Iii/, �aL«sav ���m ...._....__ Submitting New Leasegpplications-originations@cfs.canon.com Revised Documentation and Funding Inquiries-saodocuments@cls.canon.com 12/4/20201 0',43 t Page 1 of 1 AC 10/31/2025 CERTIFICATE OF LIABILITY INSURANCE DATE(M11/2025 ,.., THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT WTW Certificate Center NAME: Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd PHONE 1-877-945-7378 FAX 1-888-467-2378 AIC No Ext: AIC,No): E-MAIL certificates@wtwco.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Tokio Marine America Insurance Company 10945 INSURED INSURERB: Sompo America Fire & Marine Insurance Comp 38997 Canon U.S.A., Inc. One Canon Park INSURER C: Melville, NY 11747 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:W41569291 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYJ iMMIDDIYYYYJ LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ A MED EXP(Any one person) $ 51000 Y GLD6404741-15 11/01/2025 11/01/2026 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ JECT PRO � LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? No NIA AWL30101375700 11/01/2025 11/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is included as Additional Insured as respects to General Liability where required by written contract. APPROVED BY RISK/M�ANAGEMIENT BY �lG¢4a L'�LBK22 �e1 DATE WAIVER WA RYES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners AUTHORIZED REPRESENTATIVE 1100 Simonton Street m'I Key West, FL 33040 4 * ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 798 SR ID: 28781360 BATCH: 4188680 DATE(MMIDD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 10/28/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lisa Maguire NAME: Regan Insurance Agency PHONEo (305)852-3234 FAX N Exf: C,No (305)852-3703 A/C A/ 90144 Overseas Hwy. E-MAIL Imaguire@reganinsuranceinc.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Tavernier FL 33070 INSURERA: Infinity Assurance INSURED INSURER B Sands Of The Keys Inc INSURER C: PO Box 345 INSURER D INSURER E: Islamorada FL 33036 INSURER F: COVERAGES CERTIFICATE NUMBER: 25-26Auto REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCEAUULbUBK POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO TED CLAIMS-MADE OCCUR -PREMISES Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y 50015304601 10/08/2025 10/08/2026 BODILY INJURY(Per accide nt) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Drive other car $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ElN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured status when required by written contract APPROVED BY RISK MANAGEMENT BY a Ea�c r DATE 1.4.25 WAIVER NIA X YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board of County Commission ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St AUTHORIZED REPRESENTATIVE Kew West FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 799 ADDITIONAL COVERAGES Ref# Description Coverage Code Form No. Edition Date Medical payments MEDPM Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 5,000 Ref# Description Coverage Code Form No. Edition Date Uninsured motorist BI split limit UMISP Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 1,000,000 Ref# Description Coverage Code Form No. Edition Date PKG PKG Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Multi policy credit ACCT Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Hired/borrowed HRDBD Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date PIP-Basic PIP Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 10,000 0 Ref# Description Coverage Code Form No. Edition Date BED BED Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Non-owned NOWND Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium rOFADTLCV Copyright 2001,AMS Services,Inc. 1800 DocuSign Envelope ID: A2819EO3-A1A3-49EF-9377-99DE862EF233 Department of ANAGE ;I SERVICES We serve these who serve Florida CONTRACT AMENDMENT NO.: 1 - Renewal Contract No.: 44000000-NASPO-19-ACS Contract Name: Copiers and Managed Print Services This Contract Amendment to Contract No. 44000000-NASPO-19-ACS ("ACS") is made by the State of Florida, Department of Management Services ("Department")and Canon U.S.A., Inc. ("Contractor"), with its principal place of business located at 1 Canon Park, Melville, NY, 11747, collectively referred to herein as the "Parties." WHEREAS, the ACS was entered into by both Parties and became effective on February 8, 2022„ to continue through December 31, 2022, for the provision of Copiers and Managed Print Services, pursuant to State of Colorado Master Agreement No. 140595; WHEREAS, the State of Colorado Master Agreement No. 140595 was renewed through July 31, 2024; WHEREAS, the Parties agreed that the ACS may be amended by written mutual agreement as provided in subsection 6.9, Modification and Severability, of the Spacial Contract Conditions incorporated into this ACS in Exhibit B; and WHEREAS, the Parties agreed that the ACS may be renewed by written mutual agreement as provided in 2.2, Renewal, of the Special Contract Conditions of the ACS. ACCORDINGLY, and in consideration of the mutual promises contained in the Contract documents, the Parties agree as follows: 1. ACS Renewal. The ACS is hereby renewed for a period of nineteen (19) months effective January 1, 2023, with a new expiration date of July 31, 2024, pursuant to the same terms and conditions, except as amended herein. II. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. Ill. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment is effective when signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. Rev.9/7/21 1804 DocuSign Envelope ID:A2819EO3-AlA3-49EF-9377-99DE362EF233 Department of ANAGE ;I SERVICES We serve those who serge Florida CONTRACT AMENDMENT NO.: 1 - Renewal Contract No.: 44900000-NASPO-19-ACS Contract Name: Coders and Managed Print Services State of Florida: Contractor: Department of Management Services Canon U.S.A., Inc. DoouSigned by::�� oeuyS,[gnad 0.�Y: f rf.^^(J�" IN.WIiCAI'L( By: By: Name: Pedro Allende Name: Mason Olds Title: Secretary Title: SVP Date: 12/21/2022 1 12:'54 PM EST Date:12/12/2022 1 4:26 PM EST Rev. 9/7/21 1805 LOULU,319 I I airvt sujjry tv,or i i t4-votrzvp;iwr4u D�p,arlriEiit of M MENT ANAGE ;I SERVICES Wo servo Jiose,who serw.,,,Florida Alternate Contract Source (ACS) No. 44000000-NASPO-19-ACS For Copiers and Managed Print:Services This Alternate Contract Source No. 44000000-NASPO-19-ACS for Copidti.-and Managed Print Services (Contract), is between the Department of Management Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way, Tallahassee, FL 32399 and Canon U.S.A., Inc. (Contractor), located at One Canon Park, Melville, NY 11747, collectively referred to herein as the"Parties." WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes: To evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services, and, if it is determined by the Secretary of the Department of Management Services in writing to be cost-effective and the.best value to the state, to enter into a written agreement authorizing an agency to make purchases under such contract; WHEREAS, the State of Colorado through NASPO, competitively procured-copiers and managed print services and executed NASPO ValuePoint Master Agreement No., 140595, Copiers and Managed Print Services (Master Agreement), with the Contractor; and WHEREAS, the Secretary evaluated the Master Agreement and determined that use of the Master Agreement is cost-effective and the best value to the state. NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term and Effective Date. The Master Agreement became effective August 8, 2019, and its terry currently ends on December 3,1, 2022. The Master Agreement has two (2) years of renewals available. The Contract will become effective on January 1, 2022 or on the date signed by all Parties, whichever is later. The Contract will expire on December 31, 2022 unless terminated earlier or renewed in accordance with Exhibit 6, Special Contract Conditions. 2. Order of Precedence. This Contract document and the attached exhibits constitute the Contract and the entire understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute the Participating Addendum to the Master Agreement and modify or supplement the terms Page 1 of 3 1801 r—f1VWVVt;W.Or i 1,-t:jr4-OLo I 1-4W%,4-zym i4—Vui r4VCkvur4z, Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services and conditions of the Master, Agreement. All exhibits listed below are incorporated by reference into, and form part of, this Contract. In the event of a conflict, the following order of precedence shall apply: a) This Contract document b) Exhibit A: Additional Special Contract Conditions c) Exhibit B: Special Contract Conditions d) Exhibit C: Price Sheet a) Exhibit D. Master Agreement (including any amendments made prior to the effective date of this Contract and any subsequent amendments added to this Contract in accordance with the Modifications Section listed below) Where the laws and regulations of a state other than the State of Florida are cited or referenced in the Master Agreement, such citation or reference shall be replaced by the comparable Florida law or regulation. 3. Purchases off this Contract. Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes, may purchase products and services under this Contract. Any entity making a purchase off of this Contract acknowledges and agrees to be bound by the terms and conditions of this Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Contract. 4. Primary Contacts. Department's Contract 14Manager: Brenelcia Stephens Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 922-1214 Email: Breneicia.stephens@dms.fl.gov Contractor's Contract Manager: Dave Rothauser Canon U.S.A.,, Inc. One Canon Park Melville, NY, 11747 (631) 330-5443 drothauser@cusa.canon.com Page 2 of 3 1802 DocuSign Envelope ID:BF11ASF4-3DI7-4AC2-9Al2-067F20B5DF45 Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services 5. Modifications. Any amendments to this Contract must be in writing and signed by the Parties. If amendments are made to the Master Agreement after the effective date of this Contract,the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into this Contract, enter into a written amendment with the Department reflecting the addition of such amendments to this Contract. IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized undersigned officials. CONTRACTOR DE7PAR IMAENT OF MANAGEMENT SERVICES ,--Decu Signed by: r)l Name a'so n6 I d s J. Todd inman Title: svp Secretary 1/31/2022 14:50 PM EST r-. I CZ:A%�z� Data: Date: Digftally signed by Roman Roman Gastesi ''Dat'e":'2'022,04.28 10:04M -04'00' MONROE COUNTY ATTORNEY PPROVED AS TO FORM JAMES;M�IENAAR I ASSISTANT CO NTY ATTORNEY Dte).ames D.Molenaar M911,%Vpod MA—D Molma., a D-te.2922�2004�57�00' Page 3 of 3 1803 W 0 00 NASVO 'Va I u e Pol,1 NASPO ValuePoint Master Agreement Terms and Conditions For Copiers and Managed Print Services A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration State Purchasing & Contracts Office 1525 Sherman Street, 31 Floor Denver, Co 80203 And Canon U.S.A., Inc. One Canon Park Melville, NY 11747 Master Agreement Number: 140595 Page1 Copiers and Managed Print Services•RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions.CMS N 140595 I- 0 00 TABLE OF CONTENTS q. PO V,ALT, EP l:NT MA.,S"" ER AG; L"I i T OV'R I W,,,, ,�,,,.,�, ,, , „�.., .,.,..... ���,m,�,�,,.,,,A,.,, ,,,,,...,,.,� -_4 I'l. ... ., , � , „ , ....-----,.-... —4, I, , Effecitive .............. . ...... ..... ....... ..........---......... ... IA Master Agreement Order of Precedence 1.4, Tam rafulhus, ...... ,��., ",.. ,,,,""," „.,,..," "",'.,. .,".,.,.,,, ..,. 3-1, Pruo�eand Raw lunarrannkle . �. , , � � ,.�.� ,., �.,.�.,,� ��,,,,,.,..m,�,.ICU, 1 a";i6panits a.nd scop o"" .... , ., �........ ,., ,.,.,, „�., 11 ...�.,m wronarisua4uvo Nos-,....... ,,........ ....,,.... ..,.,.,.. � � ,.,. , ,.�„ , �„� ,............q -4, �P' 1 V uluuo�,,Poiuuu Stimmary and(Mailed usage ..... , , , � , ., ,�.,�., ,,,, ,,��.,,�.,.�� 13, 1,3, NASP' ,Val ucPw,:H'drau Ca cvpi�Fwiv P'ro r�aum MarWing,and P'erfolarrurance 14 3.6. NASP ,ValowPoiau w l�uxkca ............ . ,,,, , , .,.� 3.7. Right to Publish........ .-- .,..... , q I,& Individual Clustierunenrs,........... ,., . S�T°A,TEM' "',OF"'✓n Ow RK..,.,,. ........ . .,. ,..... ..,..,... ......... „....... ����..,.� .......... ... . ..... .���......���. .� I ; 4.1. ,., , ,....,, 18 4.2, A ut'hari�zed ealleNs,......... ........... ............ .............I9, 4,31, P'.rwfuct 11"feriings ............... 119f 4. , -SUVice ...... ...., ....... ...... 3 w,t0wso and Lcar,c Prograrws ,,,,,,,,, ........, ..... 33 4A Securiq Rcquifemems,...., ............. 4-7. L,4uilpmont Dauvis au<i<aaw .................. 4S- Shipping awd I idivery ....n................... 4.9. Pagnauipnnnrnn unro linsu,allwugruw koquio,,mews.................. ..... 4.110. ginnspectio n and ,,,,,, ....,... ... 11. WarTanty. cgluircrunarut�s... . ....... ...... ......... . Cuu;st.or eir eurvuom .. ......... ...................... 5. ADMINISTRATION OF ORDERS... ........ �" � , ,.,,",.� ............ ,,,...., �� .,....�........��� 52 Pa�y'lMewt',.. . ', -. , ., ........ ....... ...... ......... 4? 16, .......... ... .,.. . -....,.,., .7 6A, 'lwsrurawc ......- .... ..,w..... .............. ,,,,., 7' 6," , Recards,Aidmiwus��tr^afilruwtn and ...., ,,.„ .......... .....m,..,,,,,, ,,,,,,,, ,,,48 61 "'onfiden6ality, Niu n- ii�.sdos�uu:re.,and l',mnjiuunuctiwe Retief „...,..., uavau;w!saw o(pro-Existing Intellectual PrrnPel°ry 63, Public ........—„ — .................. ,............., 10 n , .6�, _ wnPuu�urw �m uu uaou�Vra rh ., , �......„. ..................................... .......0 163. Chainges,in Contractor I o rlcs,aw�ation ............. ,,,,,, .....�... Independent Contractor—— ........ .... .,.,-.-,...... .,,,,,,,,.,.,,,..,,.,�.... as Co&n am Mainagadi IPlirrourn' o s,�IH�PIP-NP.18•001,NASPO VaWePe(int MlaMef AgTammem Tens oral m«bednao�a�lis�,lcms#vws9 00 0 00 69. Focce Majeure.......... ,.,,., , , ., ,,,,,,,,,,,,,, V Defaults alr,na einie nms... Waiver of Bireadh ,....,,.. ....... .......................... ...... 6.12. ... ...... ., 6.13 [ndemnificaiuo�n ,,,,,,,,,,,,,, .,, .W,...... .......... .....,.,. .,..,.............., , , .... , . ., , , 6.I4. 'Nio Waive_rof', aav�en°�eign Iinmuuni ty ,.,.,...,, ,,,,, , ,,,,,,, ,,,,, ..,,......... ......... ........ , ,.......... 5 3 6.15. oloveming,Law and ..n.. .,...,,,. .....,... ...,..... n..—... ,........ , , , , , , , —51 6116, Assignment ol' nfli tum ......,,,,,,,,,,,,,,,,,,,,, , , ,,,,, ,,,,,,,,,, , ,,,,,, ... .. .. ..................53 ,1" , Comract Pmvisiorts,for Olders Utilizing Federal , ,n...................... ..................53 EXHIBIT A, PRICE" LIST ...,,,.., ..,w, ,,. 6 PXH(Hr" ,SAMPLE D&A URTaaFICATE.- ,,,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, .......—57 EXHIBIT , SAMPLE MPS:STATEMENT P ......... .........EXH I II` , AUTHORIZED D�R"ALFA ,,,,,,,,,,,,,,,, R :. I' rl"K NASPO VALUEPOINT DETAILEDALE PORTI G;TEM" PI,.A'I"E. .,., ,.,,.. ,,,,,,,,,,,,,,,,,fit; �A,"r'rA(.'l4 L "l'B,CANON MAINTENANCE TERMS AND CONDITIONS...., , ,,,,, ,,,,,,,,,,,,,a,..70 ATTA.C1,111MENT C,,CANON SAMPLE MPS A R.L M..E'.NTT kM. T)CONDITIONS,,,,,, " ATTACHMENT ENT , CANONSAMPLE MRS CLIS 11 c ER EXPEC'I"A°'I ION CUNIENT- ............ . A.'M'ACHMEN Tj E, DIGITAL PRESS PRODUCTION AND,I ARGE I'ORMA"I° EQUIPMENT MASTER SERVICE5 ATTACHMENT IL',, [ PLE ECOPY E ..... .....,. ... .... , , , , ,ATTACHMENT K,SAMPLE UNIFLO� r IL �LA , , ,.,. ........,.,. .,,.,..,..,.�.,., Page 3 Copiers and Managed Print Services- FP- -1M01.NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 0) 0 00 1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW 1.1. Parties This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel &Administration,State Purchasing&Contracts Office(hereinafter called the "Lead State"),and Canon U.S.A., Inc. (hereinafter called"Contractor"),for the procurement of A3 MFD's, A4 MFD's, Production Equipment,Single-function Printers,LargefWide Format Equipment, Scanners, Software,Supplies, Managed Print Services,and other Products and Services as approved per this Master Agreement, for the benefit of Participating States,Entity's,and Purchasing Entities.The Contractor and the Lead State hereby agree to the following terms and conditions. 1.2. Effective Date This Master Agreement shall not be effective or enforceable until the date on which it is approved and signed (hereinafter called the"Effective Date")by the Colorado State Controller or designee. 1.3. Master Agreement Order of Precedence 1.3.1. Any Order placed under this Master Agreement shall incorporate,and shall be governed by the terms and subject to the conditions of,the following documents: a) A Participating Entity's Participating Addendum("PA"); b) NASPO ValuePoint Master Agreement Terms &Conditions, including all Exhibits; c) An Order issued against this Master Agreement; d) The Solicitation, RFP-NP-18-001 Copiers and Managed Print Services; e) Contractor's response to the Solicitation, as revised(if permitted)and accepted by the Lead State; and f) Contractor Supplemental Documents, including all Attachments. 1.3.2. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above.Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and shall be incorporated into this Master Agreement. 1.4. Term of this Master Agreement 1.4.1. Initial Term-Work Commencement.The Parties' respective performances under this Master Agreement shall commence on the Effective Date or August 1, 2019, whichever occurs later.This Master Agreement shall terminate on December 31, 2021,unless terminated sooner,as specified in §6.10,Defaults and Remedies,or extended further as specified in HA.2 below. 1.4.2. Extension of Agreement.This Master Agreement may be extended beyond the original Contract period for up to three(3)consecutive one(1)year additional terms, upon the mutual agreement of the Lead State and Contractor,by written Amendment.The total duration of this Master Agreement, including any extensions, shall not exceed five(5) years. 1.4.3. Amendments.The terms of this Master Agreement shall not be waived,altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State. 1AA. Cancellation.This Master Agreement may be canceled by either party upon sixty(60)days written notice prior to the effective date of the cancellation.Further, any Participating Entity may cancel its participation upon thirty (30)days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part.Any cancellation under this provision shall not affect the rights and obligations attending Orders outstanding at the time of Page 4 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 0 o cancellation, including any right of a Purchasing Entity to indemnification by the Contractor,rights of payment for Products delivered and accepted,and rights attending any warranty or default in performance in association with any Order.Cancellation of this Master Agreement due to Contractor default may be immediate. 2. DEFINITIONS The following terms shall be construed and interpreted as follows: Term ,Descrip gn.................... A3 MFD A Multi-function Device that is designed to handle letter, legal,ledger and some smaller paper sizes,such as postcards and envelopes. A Multi-function Device that is designed to handle letter, legal and some A4 MFD smaller paper sizes,such as postcards and envelopes. Ledger size paper is NOT an option on this Device. ....................................................................... ........................................................................................................................................................................................................................................................................................................................................................ A written notice from a Purchasing Entity to Contractor advising Contractor that the Product has passed its Acceptance Testing. Acceptance of a Product Acceptance for which Acceptance Testing is not required shall occur following the completion of delivery, installation, if required,and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor. The process set forth in this Master Agreement for ascertaining that the Acceptance Testing Product meets the standard of performance prior to Acceptance by the Purchasing Entity. Accessory A compatible item that is added to the Base Unit to enhance its capabilities and functions. The Contractor's authorized sales and Service center(also known as a Dealer, Distributor,or Partner)that must be certified by the Contractor to Autliorized Dealer sell the Contractor's Products, and perform machine installation and ("Dealer') maintenance on Devices offered by the Contractor. A Purchasing Entity must be able to, at a minimum, visit the sales and Service center to view and test Equipment. ...................... ......................................................................................................................................................... The copier,printer,Scanner, Large/Wide Format and Production Equipment Base Unit that includes all standard Accessories and parts, and excludes optional Accessories and/or software. A rate that is derived by taking the b&w and color cost per click rates on one Blended Rate or more Devices and calculating one rate that a customer will be billed for all copies,regardless of Device type and b&w or color output.Allows for simplicity when billing copies run. Bronze Standard Devices that meet less than 50% of the 28 optional EPEAT criteria. ........................................................... Business Day Any day other than Saturday, Sunday or a legal holiday. The early termination option on an FMV or$1 Buyout Lease that involves Buyout to Keep the acquisition of the Equipment by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Equipment Payments. Buyout to Return The early termination option on an FMV,$1 Buyout or Straight Lease that involves the return of the E.ui:�ment b the Purchasing Eatit to Contractor, .......................................................................................................................................................................................................... ,,,,,,,,....,!.........,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ....................................................................................,, ,,,,,,,,,,,,,,,,,,,,,,,,,....y.......... Page 5 Copiers and Managed Nnt SeMcss a t"IIC"PAPM18(N)R,NASPO Vas ueP&it Masser Agraement Tars and Conditions,CMS#140595 00 in good working condition (ordinary wear and tear excepted),and consists of any current and past due amounts, plus the remaining stream of Equipment Payments. ....................................................................................................................................................................... Ceiling Pricing Pricing that is established as a"not-to-exceed"amount; the maximum price Contractor may charge for Products, Services,and Supplies. ....................................................................................................................................................................... Chief Procurement The individual who has the authority to supervise and approve the Officer procurement of all Products and Services needed by the Lead State or a Participating State. Contractor The person or entity delivering Products or performing Services under the terms and conditions set forth in this Master Agreement. ............................................................................................................................................................................................................................................................................................ Two or more leases that end at the same time.The original lease payment is Coterminous modified to reflect the addition of a new piece of Equipment or Accessory. The original term of the lease is not modified because of a Coterminous addition. Device Also referred to as"Equipment."The Base Unit,either with or without optional Accessories and/or software. Materials that are easily identified, measured, and charged to the cost of Direct Material production; part of the finished Product. Examples include timber for furniture and leather for shoes. Electronic Product A tool that evaluates and selects Equipment according to a list of preferred Environmental environmental attributes. EPEAT registered means Devices meet the 1680.2 Assessment Tool IEEE Standard for Environmental Assessment of Imaging Equipment, as (EPEAT) amended. EULA End User License Agreement Embedded Software One or more software applications that permanently reside on a computing Device. Energy Star The U,S. Environmental Protection Agency's standard for energy efficiency. ........................................................................................................................................................................................................................................................................................... Equipment Also referred to as"Device."The Base Unit,either with or without optional Accessories and/or software. .............................................................................................................................................................................................................................................................................................................................................................................................................. Equipment Downtime The period of time that a Device is waiting for Service to be completed. Equipment Payment The Equipment portion of the payment, less any Service, Supplies, and maintenance. An agreed upon transaction between the Purchasing Entity and Contractor, Equipment Trade-In in which Contractor takes ownership of Purchasing Entity's owned Device, often for a discounted amount. .....,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, A replacement of the Purchasing Entity's existing lease Equipment, with a Equipment Upgrade or different piece of Equipment,of either greater or lesser value. A new Iease is Downgrade then originated for the new piece of Equipment, with the remaining lease payments on the old Equipment wrapped into it.The old lease is closed out, and the Equipment is returned to Contractor. Free on Board(FOB) i Contractor is responsible for transportation and handling charges and the sale Destination does not occur until the Products arrive at the Purchasing Entity's specified location. Page 6 Copiers and Managed Print Services-RFP-NP-1M01,NA' I::)Valla.relfoint Master Agrewneaoi rerrr s and i:Ovidkli6arm,CMS N 1405 9 N T_ oo The Device classification for the different types of Equipment in this Master Group Agreement. Groups are determined by the Devices primary functions and/or capabilities. A natural person, business,or corporation that provides Products or Services Independent Contractor to another entity under the terms specified in a contract. An employer- employee relationship does not exist. ..............................................................................................................................................................................................................................-- Initial Lease Term The length of time (i.e. I2, 18, 24, 36,48, or 60 months) that a Purchasing Entity enters into a lease agreement. ......................................................................................... ..1............... Any and all patents,copyrights, service marks, trademarks, trade secrets, Intellectual Property trade names,patentable inventions,or other similar proprietary rights, in tangible or intangible form, and all rights,title, and interest therein. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 1..,,,,,,,,,,,,,,,,,,,,....._.. .......................,-,,,............................................................................................................................................................................................................................................ Lead State The State that is centrally administering this Master Agreement. ...........................................................................................................................................................................................................................w,,, Per the Governmental Accounting Standards Board(GASB),a lease is defined as a contract that conveys control of the right to use another entity's nonfinancial asset(the underlying asset) as specified in the contract for a period of time in an exchange or exchange-like transaction. For the purposes of this Master Agreement, a Lease shall contain the following options: 1. Short-Term Lease: Maximum possible term is 12 months, including any renewal or extension options. 2. Straight Lease: A type of agreement in which ownership is not an Lease option and the Total Monthly Payment amount remains firm throughout the Initial Term. 3. Fair Market Value Lease(FMV): A lease in which the Purchasing Entity can either l)Take title to the Equipment at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Equipment,or 3) Return the Equipment to Contractor at the end of the Initial Lease Term. 4. $1 Buyout Lease: A lease in which title to the Equipment will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term,and the Purchasing Entity will not be subject to additional payments in order to assume ownership. Equipment that was purchased, leased, or rented under a prior NASPO Legacy Equipment ValuePoint or WSCA Master Agreement,another program, or via any other means. Maintenance An agreement in which the Contractor provides monthly Service, parts, Agreement Supplies,and Preventative Maintenance on purchased or Ieased Devices. The management,Service,and support of the Purchasing Entity's entire Managed Print Services enterprise and output infrastructure of printed materials, with the objective of (MPS) creating a solution that improves the print process and reduces the expense of printed material. A company that, as its primary business function, designs,assembles, and Manufacturer owns the trademark/patent and markets a Product. Also referred to as Contractor. Manu acturer's The list :;wrice or recommended retail ::uirice of a Product in which the Page 7 CopWs and Managed Print Services-RFP•NP®1 B-001,NA; PO ValuePoint Master Agreement Terms and Conditions,CMS 1t 140595 th T_ oo Suggested Retail Price Manufacturer recommends that the retailer sell the Product. (MSRP) ,,, ....... ...., ..., „u.. ...,w.,.,. ,.......,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,..n,.nrrrrr »,»,»„»„ Also referred to as"Contract"; the underlying agreement executed by and Master Agreement between the Lead State,acting on behalf of the NASPO ValuePoint program,and the Contractor, as now or hereafter amended. Multi function Device A Device that incorporates the functionality of multiple Devices into one, (MFD) such as print, fax,copy and scan. Each feature can work independently of the other. The NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a 501(c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement NASPO ValuePoint Officials(NASPO). NASPO ValuePoint is identified in this Master Agreement as the recipient of reports and may perform Contract administration functions relating to collecting and receiving reports as well as other Contract administration functions as assigned by the Lead State. Devices that have not been Refurbished,Remanufactured,rented, Ieased, Newly Manufactured sold,or used in a demonstration, and are currently being marketed by the Manufacturer. Normal Business Hours 8:00 a.m. to 5:00 p.m., Monday through Friday(state holidays excluded), regardless of time zone. NSP items are items that enhance or compliment the Contractor's Product, Not Specifically Priced and may be acquired by a Purchasing Entity under Contractor's Master (NSP) Agreement,but are not listed or priced in Contractor's NASPO ValuePoint Price List. NSP's may include Coin Op equipment, empowering software, etc. NSP items do not include Services. OEM Original Equipment Manufacturer. Any type of encumbrance document or commitment voucher, including, but Order not limited to,a purchase order,contract,MPS statement of work, Maintenance Agreement, lease agreement etc.) A bilateral agreement executed by a Contractor and a Participating State or Participating Entity incorporating this Master Agreement and any other additional Addendum Participating State or Entity specific language or other requirements (e.g. ordering procedures,other terms and conditions). ..................................................... ...............................................................................................................____.....____..................................................................__..........__............................................................... , ,�.................................................,.,.,................... Participating Entity A government entity within a state, or an eligible Non-Profit association, that is properly authorized to enter into a Participating Addendum. A state, which encompasses all government entities within that state, or the Participating State District of Columbia,or one of the territories of the United States,that enters into a Participating Addendum. ........................................................ ,,.,,. ..,,,,,,,,,..................,,,, .................,,,,,,,,,,,,,,,,,,,............,,,,,,,,, .................................... .......... ,,,,,,,,,,,,,,,,,,,,..............................,,,,,,. .............,,,, m,............ ..,,,,,,,,,,,,,,.........................______............................__...... Power Filter An electronic filter that is placed between an external power line and a .................................................. . Device for removing frequencies or electromagnetic interference. Preventative The servicing of a Device for maintaining a satisfactory operating condition Maintenance by providing systematic inspection,detection,and correction of failures either before they occur or before they develop into major defects. Private Label Products that are manufactured by one company and sold under a retailer's Page 8 Copiers and Managed Print Services-AFP-NP-18-001.NASPO VatusPeint Master Agreement Tents and Conditions,CMS 4 140595 d� oo brand name. Product Devices,Accessories, parts, software, and/or Supplies provided or created by the Contractor pursuant to this Master Agreement. Production Equipment A high-speed, high quality printing Device that typically has advanced finishing functionality. All books and Public Records of a governmental entity, the contents of Public Record which are not otherwise declared by law to be confidential must be open to inspection by any person and may be fully copied or an abstract or memorandum may be prepared from those public books and Public Records. A city,county, district, institution of higher education,and some non-profits Purchasing Entity who issue an Order against this Master Agreement via their Participating State or Entity's Participating Addendum. A Product that has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the Refurbished normal course of use. Refurbished Equipment shall not have more than 750,000 original copies on it. In addition, Refurbished Equipment must only contain OEM parts.The Manufacturer must certify refurbished Equipment. The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleaning, repairing or Remanufactured replacing it in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device.The Manufacturer must certify remanufactured Equipment. A lease term that supersedes the Initial Lease Term,and which a Purchasing Entity may enter into upon thirty(30)days prior written notice to Contractor. Renewal Term Each Renewal Term shall not exceed 12 months,the residual value of the Equipment, or the Useful Life of the Equipment. $1 Buyout Leases are excluded from going into renewal. Resell Any payment in exchange for transfer of tangible Products,or assignment of the right to Services. ......................................................................................................................................... The time from when the original Service Call is placed with the Contractor Response Time or Authorized Dealer,to when the Service technician arrives at the Purchasing Entity's location. Scanner A Device that scans documents and converts them into digital data. ..................................................................................................................................... Segment The various speeds that Devices are categorized by. Service Base Location The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians. ...................................................................................................................................................................... Service Call An on site Service technician visit due to Device error or malfunction. Services The labor required to be performed by Contractor pursuant to this Master ................................................................... Agreement or an Order. Single function Printer An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning. Solicitation A written offer or attempt to purchase Products and/or Services through an official Proposal, Evaluation, and Award process. Page 9 CoplWrs and Managed Plant Serviices RIPPAP• 8 01ta1„NASPO VaWsPoint Muster Agreement Terms and Conditions,CMS#140595 L0 T_ oo Supplies Consumable items that gets used up or are discarded once used, such as ink cartridges. Third Party Someone who may be indirectly involved but is not a principal party to an arrangement,contract,deal, lawsuit or transaction. ....... ................................................................................................................ ....................................................................................................................._ __....................----.-......................................................................... Total Monthly Payment The Equipment portion of the payment,as well as any Service,Supplies or maintenance,and less any applicable taxes. Useful Life Period during which a Device is expected to be usable for the purpose in which it was manufactured. 3. NASPO VALUEPOINT PROGRAM PROVISIONS 3.1. Price and Rate Guarantee Period 3.1.1. The Price List(s) in Exhibit A (Price Lists),identifies a complete listing of all Products and Services the Contractor can provide under this Master Agreement, with the exception of NSP items. 3.1.2. MSRP/List Price discount percentages must be guaranteed throughout the term of this Master Agreement, including any renewal terms; however, Contractor may increase its discount percentage at any time.The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Group Price List(s). 3.1.3. MSRP/List Price shall remain firm during the first twelve (12) months of the Master Agreement. After this period,Awarded Vendors may update their MSRP/List Price on a quarterly basis, according to the following guidelines: a) All requested price increases must include documentation from Direct Material suppliers detailing cost escalations, and Awarded Vendors must describe how those escalations impact current Product offerings. b) With the exception of Direct Material cost increases,no price increase requests will be allowed. c) Updated Price Lists must be submitted to the Lead State by the lst day of each quarter. d) Pricing will not go into effect unless,or until, it is approved by the Lead State. 3.1.4. The Master Agreement pricing IS Ceiling Pricing. Contractor may offer lower pricing on a per Order basis to Purchasing Entity's; likewise, Purchasing Entity's may request lower pricing on a per Order basis from Contractor. 3.1.5. Contractor may offer state-wide promotional discounts,customer location specific discounts, bulk discounts,or spot discounts. Contractor must notify the Participating State or Entity Contract Administrator of special state-wide promotional discounts. 3.1.6. Any revisions to Product offerings (new Products, altered item or model numbers,etc.) must be pre-approved by the Lead State,and will be allowed once per month. 3.1.7. Product updates are required by the lst of the month and shall go into effect upon approval by the Lead State. 3.1.8. Any Product additions must be updated with Buyer's Lab within ninety(90)days of submission to the Lead State. Failure to adhere to this requirement will result in the Product(s)being removed from the Master Agreement Price List(s) until such time as they can be verified on Buyer's Lab. Page 10 Copiers and Managed Print Services-RFP-NP-1M01,NASPo VatuePoint Master Agreement Terms and Conditions,CMS#140595 cfl oo 3.1.9. Updates to lease rates must be submitted by the 1st day of each quarter. 3.1.10. Price Lists received after the 1 st of the month may not be approved for up to thirty (30)days following submission. In addition,errors in the Contractor's Price Lists may delay the approval process further. 3.1.11. All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. 3.1.12. All-inclusive Cost Per Copy(CPC)programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing.Contractor must provide the Participating State or Entity with their pricing breakdown that enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in this Master Agreement. 3.1.13. Pricing must include all shipping,delivery, and installation costs associated with the Products. Excess installation charges however, may be billable.Refer to §4.9.5 for more information. 3.2. Participants and Scope 3.2.1. Contractor may not deliver Products or perform Services under this Master Agreement until a Participating Addendum acceptable to the Participating State or Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating State or Entity(and other Purchasing Entities covered by their Participating Addendum),except to the extent altered, modified,supplemented or amended by a Participating Addendum. By way of illustration and not limitation,this authority may apply to unique delivery and invoicing requirements,confidentiality requirements,defaults on Orders, governing law and venue relating to Orders by a Participating State or Entity, indemnification,and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law.The expectation is that these alterations, modifications, supplements,or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document(e.g. Order)used by the Purchasing Entity to place the Order. 3.2.2. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies,political subdivisions and other Participating States or Entities authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Officer. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Officer. 3.2.3. Obligations under this Master Agreement are limited to those Participating States and Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States and Entities are limited to the Orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.or to support documentation of participation and posting in appropriate databases. 3.2.4. Participating States and Entities may, through a Participating Addendum, limit: a) Available financial vehicles; b) Device Groups, Segments,Products, Services (including MPS); and c) Any additional items as deemed necessary by the Participating State or Entity. Page 11 Copiers and Managed Print Services-FiFP•NP-1 B-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 ti oo 3.2.5. A Participating State or Entity must sign a new Participating Addendum with Contractor, regardless of whether Contractor has signed Participating Addenda under a prior Master Agreement(s). 3.2.6. NASPO Cooperative Purchasing Organization LLC,doing business as NASPO ValuePoint, is not a party to this Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO ValuePoint cooperative purchasing program for state government departments, institutions,agencies and political subdivisions (e.g., colleges,school districts,counties,cities,etc.) for all 50 states,the District of Columbia and the territories of the United States. 3.2.7. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor, and any such language shall be void and of no effect: a) Term of this Master Agreement; b) Amendments; c) Participants and Scope; d) Administrative Fee; e) NASPO ValuePoint Summary and Detailed Usage Reports; f) NASPO ValuePoint Cooperative Program Marketing and Performance Review; g) NASPO ValuePoint eMarket Center; h) Right to Publish; i) Price and Rate Guarantee Period;and j) Individual customers. 3.2.8. Participating Entities who are not states, may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Officer of the state where the Participating Entity is located.Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3.2.9. Purchasing Entities may not Resell Products.This limitation does not prohibit the following; however, any sale or transfer must be consistent with license rights granted for use of Intellectual Property: a) Payments by employees of a Purchasing Entity for Products; b) Sales of Products to the general public as surplus property; and c) Fees associated with inventory transactions with other governmental or non-profit entities,and consistent with a Purchasing Entity's laws and regulations. 3.3. Administrative Fees 3.3.1. The Contractor shall pay to NASPO ValuePoint,or its assignee,a NASPO ValuePoint Administrative Fee of one-quarter of one percent(0.25%or 0.0025)no later than sixty(60) days following the end of each calendar quarter. 3.3.2. The NASPO ValuePoint Administrative Fee is not negotiable. Page 1 Copiers and Managed Print Services FP-NP-18-0 1,NASPO ValuePoint Master Agreement Terms and Conditions,C S N 140595 00 T_ oo 3.3.3. The Contractor shall report on all actual Equipment sales, and on estimated Service and Supply sales.This method will no longer require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month. 3.3.4. Industry research has shown close to a 1:1 ratio between sales price on a piece of Equipment and the actual amount of Service and Supply costs required to operate that Equipment over its Useful Life.Therefore,to simplify the reporting process and remove the burden to capture the actual Service and Supply costs, the Contractor shall report as follows: a) Purchased Equipment: Contractor shall report the actual amount invoiced(less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition,the Contractor shall report an additional amount equal to the invoice amount and identified as"Estimated Service and Supplies"providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor's Detailed Sales Report, for each item sold,there will be two-line items: one for the piece of Equipment, and one for the Estimated Service and Supplies.The amounts reflected for the Estimated Service and Supplies, if applicable, must be equal to the amount of the Equipment. b) Leased Equipment: Contractor shall report sales according to the Purchased Equipment methodology described in 3.3.4(a), or they may report the actual amount invoiced(less any taxes) for the lease during the reporting period(calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Estimated Service and Supplies."Thus, in the Contractor's Detailed Sales Report, for each item leased, there will be two-line items: one for the invoice amount to the customer for the Equipment,and one for the Estimated Service and Supplies. 3.3.5. Some Participating States may require a fee be paid directly to the Participating State on sales made by Purchasing Entities within that state.For all such requests,the fee level, payment method, and schedule for such reports and payments will be incorporated into the Participating Addendum. The Contractor may adjust this Master Agreement pricing accordingly for sales made by Purchasing Entities within the jurisdiction of the Participating State requesting the additional fee. 3.4. NASPO ValuePoint Summary and Detailed Usage Reports The Contractor shall provide the following NASPO ValuePoint reports: 3.4.1. Summary Sales Data.The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at h tp:/ w w.nas a ar 1 D/ alcu�aata�r a . Any/all sales made under the Contract shall be reported as cumulative totals by state, which are inclusive of all line items identified in the Detailed Sales Report.Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30)days following the end of the calendar quarter(as specified in the reporting tool). 3.4.2. Detailed Sales Report.Contractor shall also report detailed sales data by: a) State; b) Customer Type(e.g. local government, higher education, K-12,non-profit); c) Customer bill-to name and address; d) Contractor or Authorized Dealer Order number; e) Customer purchase order number; f) Customer number; g) Order type(e.g. sales Order,credit, return, upgrade); h) Purchase order date; Page 13 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement'Terms and Conditions,CMS#140595 to i) Ship date; j) Invoice date and number; k) Product number and description 1) List Price/MSRP; m) Contract Price; n) Quantity; o) Total Price; p) NASPO ValuePoint Admin Fee amount;and q) Dealer. 3.4.3. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30)days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email,CD-ROM or flash drive. Detailed sales reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement.The format for the detailed sales data report is shown in Exhibit F(NASPO ValuePoint Detailed Sales Reporting Template). 3.4.4. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of(state and agency,city,county, school district,etc.)and the amount of sales. No personal identification numbers,e.g. names, addresses, social security numbers or any other numerical identifier,may be submitted with any report. 3.4.5. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes,at a minimum,a list of states with an active Participating Addendum, states that Contractor is in negotiations with, and any PA roll out or implementation activities and issues.NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary.The executive summary is due thirty(30)days after the conclusion of each calendar quarter. 3.4.6. Timely submission of these reports is a material requirement of this Master Agreement.The recipient of the reports shall have exclusive ownership of the media containing the reports.The Lead State and NASPO ValuePoint shall have a perpetual,irrevocable,non-exclusive, royalty free, transferable right to display, modify,copy,and otherwise use reports,data and information provided under this section. 3.5. NASPO ValuePoint Cooperative Program Marketing and Performance Review 3.5.1. Contractor agrees to work cooperatively with NASPO ValuePoint personnel to ensure that Contractor's personnel will be educated regarding the provisions of this Master Agreement, as well as the competitive nature of NASPO ValuePoint procurements, the Participating Addendum process,and the manner in which Participating Entities can utilize this Master Agreement. 3.5.2. Contractor agrees, as Participating Addenda are executed, and if requested by NASPO ValuePoint personnel,to provide plans to launch this Master Agreement program within the Participating State. Plans will include timeframes to implement this Master Agreement and Participating Addendum, as well as confirmation that the Contractor's website has been updated to properly reflect the contract offer as available in the Participating State. 3.5.3. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum,to consider customer proposed terms and conditions,as deemed important to the customer, for Page 14 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 CD N 00 possible inclusion into the Participating Addendum. Contractor shall ensure that their sales force is aware of this contracting option. 3.5.4. Contractor agrees to fairly,actively,and equally promote and advertise their NASPO ValuePoint Master Agreement at all trade shows and Dealer meetings whereby Contractor displays or refers to their government contract award offerings. 3.5.5. Contractor agrees, within 30 days of this Master Agreement effective date,to notify the Lead State and NASPO ValuePoint of any contractual most-favored customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement,or whose terms provide for adjustments to future rates or pricing based on rates,pricing in,or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint,Contractor shall provide a copy of any such provisions. 3.5.6. Contractor agrees to participate in person at an annual performance review, which may include a discussion of marketing action plans,target strategies, marketing materials, reporting, and timeliness of administration fee payments.The Lead State and NASPO ValuePoint shall determine the location of the performance review. 3.5.7. Contractor agrees that Contractor may not use the NASPO ValuePoint logos in sales and marketing materials until a logo-use agreement is executed with NASPO ValuePoint. 3.5.8. The Lead State shall evaluate the utilization of this Master Agreement at the annual performance review.The Lead State may, in its discretion,cancel this Master Agreement pursuant to§1A,or not exercise an option to renew, when Contractor utilization does not warrant further administration of this Master Agreement.The Lead State may exercise its right to not renew this Master Agreement if Contractor fails to record or report revenue for three consecutive quarters, upon a 60-calendar day written notice to the Contractor.Cancellation based on nonuse or under- utilization will not occur sooner than two(2) years after execution of this Master Agreement.This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel this Master Agreement pursuant to §1.4.4 or to terminate for default pursuant to §6.10. 3.6. NASPO ValuePoint eMarket Center 3.6.1. In July 2011,NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER)whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint customers to access a central online website to view and/or shop the Products and Services available from existing NASPO ValuePoint Cooperative Contracts.The central online website is referred to as the NASPO ValuePoint eMarket Center. 3.6.2. The Contractor shall have visibility in the eMarket Center through one of the following no-cost options: a) Ordering Instructions i. The Contractor shall provide a link to their website,their Price list, their Dealer list, and any additional information they would like the customer to have in regards to placing Orders. ii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor shall have thirty(30)days to provide NASPO ValuePoint with the Ordering Instructions. b) Hosted Catalog i. The Contractor shall provide a Iist of its awarded Products and Services pricing via an electronic data file,in a format acceptable to JAGGAER. Page 15 Copiers and Managed Print Services-RFP•NP•1M01,NASPO ValuePoint Master Agreement terms and Co-editions,CMS#140595 V_ N 00 ii. In order to maintain the most up-to-date version of its Product offerings,the Contractor must submit electronic data to the eMarket Center no more than four(4)times per calendar year. iii. Upon receipt of written request from the eMarket Center Site Administrator,the Contractor shall have fifteen(15)days to set up an enablement schedule with NASPO ValuePoint and JAGGAER.The schedule shall include future calls and milestone timeframes related to testing and go-live dates. iv. The Contractor shall have ninety(90)days from the receipt of written request,to provide the Hosted Catalog to NASPO ValuePoint. v. The Hosted Catalog must be strictly limited to the awarded Products and Services,and must contain the most current approved pricing, including applicable quantity discounts. A. The catalog must include a Lead State Contract identification number and detailed Product Iine item descriptions. vii. The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements.Although Suppliers in the SQSN normally submit one(1)catalog, it is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating State or Entities if for example,the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing,or a Participating State or Entity has determined that they will not allow all awarded Products and Services under their Participating Addendum. SciQuest will deliver the appropriate contract files to the user viewing the catalog. c) Punch-Out Catalog L The Contractor shall provide its own online catalog, which must be capable of being integrated with the eMarket Center via Commerce eXtensible Markup Language (cXML). R. The Contractor shall validate that its online catalog is current by providing a written update to the Lead State every four(4) months, verifying that they have audited the offered Products and Services pricing. W. The Contractor shall have ninety (90)days from the receipt of the written request,to deliver the Punch-Out Catalog to NASPO ValuePoint. iv. The Punch-Out Catalog must be strictly limited to the awarded Products and Services, and must contain the most current approved pricing, including applicable quantity discounts. v. The catalog must include a Lead State Contract identification number and detailed Product line item descriptions. A. The site must also return detailed UNSPSC codes for each line item. vii. Contractor shall provide a-Quote functionality to facilitate volume discounts. viii.The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements.It is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating State or Entities if for example,the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing, or a Participating State or Entity has determined that they will not allow all awarded Products and Services under Page 16 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 N N 00 their Participating Addendum.JAGGAER will deliver the appropriate contract files to the user viewing the catalog. 3.6.3. Revising Pricing and Products a) Any revisions to Product offerings(new Products, altered SKU's,etc.) must be pre-approved by the Lead State, and will be allowed once per month. b) Updated Product files are required by the V of the month and shall go into effect upon approval by the Lead State. i. Files received after the lst of the month may not be approved for up to thirty (30)days following submission. ii. Errors in the Contractor's submitted files may delay the approval process. 3.6.4. Supplier Network Requirements for Hosted and Punch-Out Catalogs a) Contractor shall join the JAGGAER Supplier Network(SQSN)and shall use the JAGGAER's Supplier Portal to import the Contractor's catalog and pricing files into the JAGGAER system. b) Contractor can receive Orders through electronic delivery(cXML) or through low-tech options such as fax. c) More information about the SQSN can be found at www.seiguest.com, or by contacting the JAGGAER Supplier Network Services team at 800-233-1121. 3.6.5. Order Acceptance Requirements for Hosted and Punch-Out Catalogs a) Contractor must be able to accept Orders via fax or cXML. b) The Contractor shall provide confirmation via phone or email within 24 hours of Order receipt. c) If the Order is received after 3pm(EST) on the day prior to a weekend or holiday, the Contractor must provide confirmation via phone or email on the next business day. 3.6.6. UNSPSC Requirements a) Contractor shall support use of the United National Standard Product and Services Code (UNSPSC). UNSPSC versions that Contractors must adhere to are provided by JAGGAER and upgraded each year. b) NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC,and Contractor shall be required to support the migration effort. c) All line items for Products and Services provided under this Master Agreement must be associated to a UNSPSC code. d) All line items must be identified at the most detailed UNSPSC level, indicated by segment, family,class, and commodity. 3.6.7. Applicability.Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center,and that NASPO ValuePoint may elect at any time to remove any Contractor offerings from the eMarket Center. 3.6.8. Several NASPO ValuePoint Participating States and Entities currently maintain separate JAGGAER eMarket Place accounts. In the event that one of these Participating States or Entities elects to use this NASPO ValuePoint Master Agreement(available through the eMarket Center), Page 17 Copiers and Managed Print Services-RFP-NP-1&001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 M N 00 but publish the information to their own eMarket Place, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint, and agrees to take commercially reasonable efforts to implement such separate JAGGAER catalogs. 3.7. Right to Publish Throughout the duration of this Master Agreement,Contractor must secure from the Lead State, prior approval for the release of any information, including any written correspondence, which pertains to the potential work or activities covered by this Master Agreement.The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the Products and Services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of this Master Agreement for cause. 3.8. Individual Customers Except to the extent modified by a Participating Addendum,each Purchasing Entity shall follow the terms and conditions of this Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in this Master Agreement, including but not limited to,any indemnity or right to recover any costs as such right is defined in this Master Agreement and applicable Participating Addendum. Each Purchasing Entity will be responsible for its own charges, fees,and liabilities.The Contractor will apply the charges and invoice each Purchasing Entity individually. 4. STATEMENT OF WORK 4.1. Overview 4.1.1. Contractor guarantees a continuing supply and consistent quality of Equipment,Accessories, software, Supplies, and Services offered. 4.1.2. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in §4.3.9. 4.1.3. Contractor shall maintain compliance with all requirements of this Master Agreement throughout the duration of the Contract. 4.1.4. A Purchasing Entity that purchases or leases Equipment may issue an Order,pursuant to the terms and conditions that are incorporated into this Master Agreement,and according to the requirements listed in their states' Participating Addendum, including, but not limited to,the issuance of Contractor's Supplemental Documents, which are attached as Attachment A through Attachment H. Each Participating State or Entity shall be responsible for negotiating the terms and conditions of each of the aforementioned Attachments, as well as any additional EULA's the Contractor may provide under an Order. 4.1.5. Per Section 508 of the United States Workforce Rehabilitation Act of 1973, Contractor provides Devices under Groups A, B,C, D, E,and F, which are accessible to people with disabilities. 4.1.6. MPS; a) Contractor may provide MPS on Group A,Group B,Group C, Group D,Group E, and Group F. b) Contractor may not provide MPS maintenance or repair Services on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless they have a written agreement with the Manufacturer to do so. Page 1 Copiers and Managed Print Services- - P-1 -001,NASPO ValuePoint Masker Agreement Terms and Conditions,CMS#140595 dq N 00 4.1.7. Survivability: a) Any Order placed under this Master Agreement shall survive the expiration of this Master Agreement unless otherwise specified in a Participating Addendum. b) Contractor is not permitted to increase pricing on any Order that was placed prior to the expiration of this Master Agreement. 4.1.8. Contractor shall notify the Lead State, Participating States,Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices,or any applicable notice regarding the Products being sold.This notice must be received in writing(via postal mail or email) within thirty (30)calendar days of Contractor learning of such issues. 4.2. Authorized Dealers 4.2.1. Contractor may engage Authorized Dealers, who shall be Contractor's agent and Subcontractor for providing sales and support for the Products and/or Services purchased by the Purchasing Entity under this Master Agreement. 4.2.2. In the event Contractor elects to use Authorized Dealers in the performance of the specifications, Contractor shall serve as the primary Contractor,and shall be fully accountable to the Lead State for assuring that the Authorized Dealers comply with the terms and conditions of this Master Agreement, and shall be liable in the event that Authorized Dealers fail to comply with such terms and conditions. 4.2.3. Authorized Dealers shall be expected to stay current with Contractor's Products, pricing,Master Agreement, and Participating Addendum requirements. 4.2.4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly. 4.2.5. Contractor must disclose to the Lead State,a list of all Authorized Dealers that provide Products and/or Services, utilizing Exhibit D (Authorized Dealers by State). 4.2.6. Contractor shall send notice to the Lead State, utilizing Exhibit E(Authorized Dealer Form) and the Authorized Dealers by State, within three(3)calendar days of engaging or removing a Dealer. 4.2.7. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached.In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. 4.2.8. If an Authorized Dealer is performing unsatisfactorily,or is not in compliance with this Master Agreement,then it shall be at the discretion of the Lead State, upon recommendation from the Participating State,to either remove the Dealer from the Contract, or in the case of multiple branch locations in one state,or multiple states, remove them as a Dealer from the location in which they are not in compliance. Alternatively, the Contractor may investigate and consult with the Participating State and/or the Purchasing Entity as appropriate, and use commercially reasonable efforts to resolve the dispute. 4.3. Product Offerings 4.3.1. Group Segments.Contractor shall offer Products under the following Groups: Page 1 Copiers and Managed Print Services- FP- P-1 M01,NASPO'ValuePoint Master Agreement Terms and Conditions,CMS#14DSSS LO N 00 Group -IVIFD, I ; Color and Segment PPM 2 20-30 3 31 -40 ..,,,,,,, ..,. ,,,,,, 4 41 -50 51 - 60r,m , rrrrrrr �, 6,� 61 -70 ,. ,,,,,,,,,, ,,,,,,,,,,,,, 7 71 --90 ................ ......... . Group B-MFD, A4 [ ; [ r tPPIVI Up-t,o„2,,.-0 ....,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,, 2 21 -30 __....... ......___..... . .... _mm _. .........__3 ® .... 4,-....... ,,,,,,,,,, .... ....... -`„„mm.,,,,,, ,,,,.5-_.,-...... ,,,,,,,,,,.........................,,_................, ...................... ..... .,,, m mmmm-m mm mmmm.mm 5 51 -60 Group - Production Equipment I Color and B&W Segment PPM 1 5-7 80-89 110 111 - 10 5 1+ Group -Single-function Prin r IColor Segment PPIVI 1 Upto20 1 - 0 3 1 - 0 1+ Group E-LargeNVIde FormatEquipment IColor AlSegment or D Size *(speeds arebased output) Low 1 -3 Medium Law 4-8 Medium ih - 1 i + Page 20 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePa t Master Agreement Terms and Conditions,O 4 140595 V- N TMM ValuePoint and any Participating State or Entity does not pay for or otherwise provide such coverage. 6.8.3. Contractor shall have no authority to bind the Lead State, NASPO ValuePoint and any Participating State or Entity to any agreements, liability, or understanding except as may be expressly set forth in this Master Agreement, Participating Addendum or an Order. 6.9. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war, which is beyond that party's reasonable control.The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of this Master Agreement. 6.10. Defaults and Remedies 6.10.1. The occurrence of any of the following events shall be an event of default under this Master Agreement: a) Nonperformance of contractual requirements; or b) A material breach of any term or condition of this Master Agreement; or c) Any certification,representation or warranty by Contractor in this Master Agreement that proves to be untrue or materially misleading; or d) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor,or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty(30)calendar days after the institution or occurrence thereof;or e) Any default specified in another section of this Master Agreement. 6.10.2. Upon the occurrence of an event of default,Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of thirty(30)calendar days in which Contractor shall have an opportunity to cure the default.The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part, if the Lead State, in its sole discretion,determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. 6.10.3. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default,Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: a) Exercise any remedy provided by law; b) Terminate this Master Agreement and any related Contracts or portions thereof; c) Impose liquidated damages as provided in this Master Agreement; d) Suspend Contractor from being able to respond to future Solicitations; e) Suspend Contractor's performance; and f) Withhold payment until the default is remedied. 6.10.4. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum,a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in this Master Agreement, in addition to those set forth in its Participating Addendum. Page}51 Copiers and Managed Print Services- R- P-19-001,NASPo WatuePoint Master greernent Terms and Conditions„CMS#140595 N N V- N 6.10.5. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 6.11. Waiver of Breach Failure of the Lead State, Participating Entity,or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default,right or remedy under this Master Agreement or Participating Addendum,or by Purchasing Entity with respect to any Order, or breach of any terms or requirements of this Master Agreement,a Participating Addendum, or Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum,or an Order. 6.12. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction (Contract)by any governmental department or agency.This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 6.13. Indemnification 6.13.1. The Contractor shall defend, indemnify and hold harmless NASPO,NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities,along with their officers,agents,and employees as well as any person or entity for which they may be liable, from and against claims,damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to property arising from act(s),error(s), or omission(s)of the Contractor, its employees or Subcontractors or volunteers,at any tier,relating to the performance under this Master Agreement. 6.13.2. Indemnification—Intellectual Property.The Contractor shall defend, indemnify and hold harmless NASPO,NASPO Cooperative Purchasing Organization LLC(doing business as NASPO ValuePoint),the Lead State, Participating Entities,Purchasing Entities,along with their officers, agents,and employees as well as any person or entity for which they may be liable("Indemnified Party"), from and against claims,damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use,infringes Intellectual Property rights("Intellectual Property Claim"). 6.13.3. The Contractor's obligations under this section shall not extend to any combination of the Product with any other Product, system or method,unless the Product, system or method is: a) Provided by the Contractor or the Contractor's subsidiaries or affiliates; b) Specified by the Contractor to work with the Product; c) Reasonably required,in order to use the Product in its intended manner,and the infringement could not have been avoided by substituting another reasonably available Product,system or method capable of performing the same function;or d) It would be reasonably expected to use the Product in combination with such Product, system or method. 6.13.4. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Page 52 Copiers and Managed Print Services-RFP-NP-16-001,NASPO valuePoint Master Agreement Terms and Conditions,CMS N 140595 M N T- N Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible.The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs,incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 6.14. No Waiver of Sovereign Immunity 6.14.1. In no event shall this Master Agreement,any Participating Addendum or any Contract or any Purchase Order issued thereunder, or any act of a Lead State,a Participating Entity,or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. 6.14.2. This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court.This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 6.15. Governing Law and Venue 6.15.1. The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver,Colorado. 6.15.2. The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. 6.15.3. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for(in decreasing order of priority): The Lead State for claims relating to the procurement,evaluation,award,or Contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party. 6.16. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws(15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions),as now in effect and as may be amended from time to time, in connection with any Goods or Services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option,the right to control any such litigation on such claim for relief or cause of action. 6.17. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of Federal Regulations (CFR)Part 200,Contract Provisions for Non- Page 53 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 Iq CN V- CN Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement. Page 54 Copiers and Managed Print Services-RFP-NP-18-001,NASPOValuePoint Master Agreement Terms and Conditions,CMS 0 140595 LO N T- N THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT 'Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor's behalf and acknowledge that the Lead State is relying on their representations to that effect. CONTRACTOR STATE OF COLORADO Canon U.S.A., Inc. Jared S. Polis, Governor Department of Personnel&Administration By: Shinichi Yoshida State Purchasing&Contracts Office Title:Executive Vice President and General Manager Kara Veitch, Executive Director By; By'. /44� a, "Signature John Chapman, tate Purc asing Manager Date: l Date: , ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts.This Master Agreement is not valld until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin performance until such time.If Contractor begins performing prior thereto,the State of Colorado is not obligated to pay Contractor for such performance or for any Goods andlor Services provided hereunder. STATE CONTROLLER R e Jaro5,CPA, IBA,JD 11 y° . Date: Lf-A Page 55 Copiers and Managed Print Seri -RF13-14PAU01,NASPO VeluePdnt Master Agreement Terms and Conditions to N V- N EXHIBIT A,PRICE LISTS Group A (posted as separate file) Group B (posted as separate file) Group C (posted as separate file) Group D (posted as separate file) Group E (posted as separate file) Group F (posted as separate file) MPS (posted as separate file) Software (posted as separate file) Accessories for Discontinued Base Units (posted as separate file) Page 56 Copiers and Managed Print Services.RFP-NP•18 t,NASPO ValuePoint Master Agreement Terms and Conditions,CAS#140595 ti N V- N EXHIBIT B,SAMPLE D&A CERTIFICATE NASPO VALUEPOINT MASTER AGREEMENT NO. 140595 AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO. WITH Canon U.S.A., Inc. To: Insert Name of Contractor or Authorized Dealer Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order. Insert name of Purchasing Entity By: Title: Date: Page 57 Copiers and Managed Print Services®PFP-NPmt -001,NASPO valuePoint Master Agreement Terms and Conditions,CMS A 140595 00 N V- N EXHIBIT C,SAMPLE MPS STATEMENT OF WORK Agency/Customer: Contractor: Contact Name: � Contact Name. ........................ Address: Address: Email: Email: .......... .... ... ............... Phone: Phone: Fax: Fax: Print � � bContract�or wee: Assessment Podlo Date: Performance: Statement of Work must incorporate the following documents: NA5P0 ValuePoint Master Agreement# 140595 [imbed document here] Participating Addendum# [imbed document _ here] Contractor's Print Assessment [imbed document here] Statement of work, at a minimum, must include the following elements: 1. Introduction: Describe your current environment. What is your inventory, including owned, rented, or leased Devices? 2. Scope: Include Project scope (i.e. single function, multi function printers etc.)and software 3. Out of Scope: This Project does not cover the following functions or deliverables: 4. Objective: The main objective of this project is: System and procedures will be set up to allow: S. Location: Enter all physical locations of where work will be performed Page 59 Copiers and Managed Print Services®RF -NP�19®001,NA PC ValuePoint Master Agreement Terms and Conditions,.CMS 9 140595 0) N V_ N 6. Discovery/Assessment: Contractor will be required to discover/assess Purchasing Entity print environment as described below: Deliverables: Describe the deliverables for Discovery/Assessment Checkpoints: Describe the checkpoints for Discovery/Assessment 7. Data Security Include description of data security requirements S. Data Breach Describe any data breach requirements 9. Equipment Guarantees Describe downtime, on-site service, response time etc. (!Vote:this section must, at a minimum, adhere to the some requirements as outlined in the Master Agreement and/or Participating Addendum) 10. End of Life/Equipment replacement Insert description of end of lif%quipment replacement process 11. Implementation: Deliverables: Describe the deliverables for lmplementation Checkpoints: Describe the checkpoints for Implementation User Acceptance Testing: Describe User Acceptance Testing for Implementation Production Rollout: Describe the Production Rollout for Implementation 12.Contractor Staff and Support Describe Contractor staff roles and their availability 13. Purchasing Entity Roles and Responsibilities Insert description of Purchasing Entity Roles and Responsibilities including: Contacts: Project Manager End-User Representative System Administrator Technical Support General and Technical Responsibilities: Page 59 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 0 M N Insert description of Purchasing Entity Roles and Responsibilities 14. Performance Penalties Insert description of Contractor Performance Penalties 15. Payment Describe billing cycles and invoice information This Agreement is entered into by and between the[Purchasing Entity], located at[Agency address]and [Contractor] licensed to conduct business in the State of ("Contractor"), located at [Contractor address]for the purpose of providing Managed Print Services. The signatories to this Managed Print Services Agreement represent that they have the authority to bind their respective organizations to this Agreement. In Witness Whereof,the parties hereto, having read this Managed Print Services Agreement in its entirety, including all attachments, have executed this Agreement. ThisAgreement is effective this .,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,day of ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.......................... 2 . Initial term of this Agreement is - year(s) or until Maximum term of this Agreement is five (5) years, or until «««««««««««««««««««««« «««««««««««< «««««««««««««««««««««««««« i Contractor Signature Date Purchasing Entity Signature Dade Contractor or Authorized Dealer Printed Name,Title Purchasing Entity Printed Name,Title wwwwww.w.w. � w, wwwwww......... Page 60 Copiers and Managed Print Services®nF -NP®1 MCI NASPo valuePoint Wester Agreement Terms and Conditions,CMS N 140595 CN EXHIBIT D, AUTHORIZED DEALERS BY STATE Canon Dealer List (posted as separate file) Page 61 Copiers and Managed Print Services-RFP-NP-1 M01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 N M N EXHIBIT E,AUTHORIZED DEALER FORM Manufacturer Name: (Check one) ❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Copiers and Managed Print Services Master Agreement. ❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Copiers and Managed Print Services Master Agreement for the following reason: State(s) Serviced by Dealer: Dealer Name: Address: Phone (include Tall-Free, if available): ........ .... .......... ...................................... .........,,, Contact Person(s): Email Address: ........... ......., ... FEIN: Signed: „W n,W�o'n-t--a-c �,"' ,r�e e t.�,_ive Date .............................................................................................................. (Contractor Representative) Signed: Date: (Authorized Dealer Representative) (Print First and Last Name of Authorized Dealer Representative) Page fit Copiers and Managed Print Services®PFP® P-1 d801 s NASPO Vaiu®Paint Master Agreement Terms and Conditions,CMS N 140595 CN EXHIBIT F, NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE NASPO ValuePoint Detailed Sales Repo Page 63 Copiers and Managed Print Services-RFP-NP-1 B-001,HASP O ValuePoint Master Agreement Terms and Conditions,CIAS#140595 d M N ATTACHMENT A, CANON LEASE AGREEMENT TERMS AND CONDITIONS CFS: Canon Financial Services, Inc., a New Jersey Corporation, with its place of business at 158 Gaither Drive, Suite 200, Mount Laurel, New Jersey 08054 CUSTOMER: political subdivision or agency or other Purchasing Entity under the applicable Participating Addendum PRODUCTS: The Devices, Accessories, parts, software, andlor Supplies being leased by Customer under a Fair Market Value Lease, a $1 Buyout Lease, a Straight Lease, or a Short-Term Lease, as specified in the applicable Order. 1. TERM OF LEASE: Each lease of Products under an Order shall be effective on and commence from the date the Products are delivered to Customer ("Commencement Date"), provided Customer executes CFS' form of acceptance ("Acceptance Certificate") or otherwise accepts the Products as specified herein. The term of each lease shall consist of the initial term specified in the applicable Order and any renewal term(s) if and as applicable. After acceptance of the Products, Customer shall have no right to revoke such acceptance or cancel the lease during the term thereof, except as set forth herein. 2. RENEWAL OF LEASE; RETURNS OR PURCHASES OF PRODUCTS; BUYOUT TO KEEP/RETURN: Leases shall not be subject to automatic renewals, except as hereafter provided. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, Customer shall return the Products at the end of the initial lease term, or at the end of the Renewal Lease Term, or CFS may pick the Products up, without any further financial obligations to Customer. FMV Leases: Upon expiration of the initial lease term, Customer may do one of the following: 1) Exercise its purchase option; 2) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of Customer, Short-Term Leases excepted; or 3) Return the Products to CFS, or have CFS pick the Products up. $1 Buyout Leases: Upon the expiration of the initial lease term, CFS shall provide title to the Products to the Customer, or as otherwise determined in a Participating Addendum, and Customer shall not be subject to any additional expense in order to assume possession of the Products. Straight Leases: Upon the expiration of the initial lease term, Customer may do one of the following: 1) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of Customer; or 2) Return the Products to CFS, or have CFS pick the Products up. Short-Term Lease: Upon the expiration of the initial lease term, Customer may do one of the following: 1) Renew the rental on a month to month basis, up to a total maximum term of 12 months, including the initial lease term; or 2) Return the Products to CFS, or have CFS pick the Products up. If Customer desires to exercise a purchase, renewal, or return of the Products, it shall give CFS at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the Page 64 Copiers and Managed Print Services.RFP•NP•18-001,NASPQ VaiuePoint Master Agreement Terms and Conditions,CMS#140595 LO M N contrary, if Customer fails to notify CFS of its intent with respect to the exercise of a purchase, renewal, or return of the Products, the initial lease term shall be terminated on the date as stated in the Order and removal of the Product will be mutually arranged, unless otherwise specified in a Participating State or Entity's Participating Addendum. Notwithstanding the foregoing, if Customer fails to notify CFS at least thirty (30) days prior to lease termination of a digital press Production Device and/or large format printer, then the lease will automatically renew on a month-to-month basis until Customer notifies CFS of its intent. In such a case, the automatic renewal term shall not exceed a maximum of 12 monthly payments. At which point in time, CFS will make arrangements to pick up the Equipment from Customer. If Customer does not exercise the purchase or renewal option, it will immediately make the Product available to Contractor in as good of condition as when Customer received it, except for ordinary wear and tear. Product Payments for renewal terms shall never exceed Master Agreement pricing. If Customer enters into a renewal term, then the Product Payment will be subject to the lease rates listed in the most recent Price List(s) posted on the NASPO ValuePoint website. Customers under FMV or$1 Buyout Leases shall have a Buyout to Keep Option. Customers under FMV, $1 Buyout or Straight Leases shall have a Buyout to Return Option. The Buyout to Keep Option price shall be the Remaining Lease Balance (as hereinafter defined). The Buyout to Return Option shall be the Remaining Lease Balance, less the Fair Market Value (as hereinafter defined). Customer must notify the CFS, in writing, at least thirty (30) days in advance, if it wishes to exercise the Buyout to Keep option on an FMV or$1 Buyout Lease. Customer must notify CFS, in writing, at least thirty (30) days in advance, it it wishes to exercise the Buyout to Return option on an FMV, $1 Buyout or Straight Lease, and return the Products to CFS in good working condition (ordinary wear and tear excepted). 3. PAYMENTS: The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Products, or such later date as CFS may designate. The remaining payments (together with the first scheduled payment, the"Payments") will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order. The Payments are comprised of the principal and interest thereon. Customer's obligation to pay all amounts due for the lease of the Products shall be absolute and unconditional and is not subject to any abatements, set-off, defense or counterclaim for any reason whatsoever. 4. APPLICATION OF PAYMENTS: All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically, based on the date of the charge as shown on the invoice for each such amount, and among amounts having the same date in such order as CFS, in its discretion, may determine. 5. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE PRODUCTS. CUSTOMER AGREES THAT THE PRODUCTS ARE LEASED "AS IS" AND IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE PRODUCTS, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any warranty with respect to the Products made by the manufacturer, dealer, or supplier is separate from, and is not a part of, the lease of the Products and shall be for the benefit of CFS, Customer and CFS' successors or assignees, if any. So long as Customer is not in breach or default with respect to its lease, CFS assigns to Customer any warranties (including those agreed to between Customer and the manufacturer, dealer, or supplier) which CFS may have with respect to any Page 65 Copiers and Managed Pnnt Services®RFP®NP®15®001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 cfl M N item of the Products; provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer, dealer, or supplier or as otherwise specified in warranty materials from such manufacturer, dealer, or supplier and shall not include any implied warranties arising solely from CFS' acquisition of the Products. CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE, OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE PRODUCTS ON BEHALF OF CFS. 6. NON-APPROPRIATION OF FUNDS: The continuation of any lease agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. Customer may terminate any such lease agreement, and CFS waives any and all claim(s)for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Customer's funding sources are not available. 7. ACCEPTANCE; DELIVERY: Customer's acceptance of a Product as provided in the Master Agreement shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not for any reason revoke that acceptance. 8. LOCATION; LIENS; NAMES; OFFICES: Customer shall not move the Products from the location specified in the applicable Order except with the prior written consent of CFS. Customer shall keep the Products free and clear of all claims and liens other than those in favor of CFS. Customer's legal name (as set forth in its constituent documents filed with the appropriate governmental office or agency) is as set forth in the applicable Order. The chief executive office address of Customer is as set forth herein. Customer shall provide CFS with written notice at least thirty (30) days prior to any change of its legal name or chief executive office address, and shall execute and deliver to CFS such documents as required or appropriate. 9. WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer represents and warrants that the Products will not be used for personal, family, or household purposes. Customer shall comply with all laws and regulations relating to the use and maintenance of the Products. Customer shall put the Products only to the use contemplated by the manufacturer or developer. The Products shall remain personal property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property. Customer authorizes CFS (and any third party filing service designated by CFS) to execute and file (a) financing statements evidencing the interest of CFS in the Products (including forms containing a broader description of the Equipment than the description set forth herein), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof. 10. INDEMNITY: Customer shall reimburse CFS for and defend CFS against any claim for losses or injury caused by the Products. This Section shall survive termination of the lease. 11. MAINTENANCE; ALTERATIONS: Customer shall at all times maintain and keep in effect a service contract, through one of Contractor's Authorized Dealers under the Master Agreement or by other contractual arrangements, to keep and maintain the Equipment in good working order and to supply and install all replacement parts and accessories when required to maintain the Equipment in good working condition. Customer shall not, without the prior written consent of CFS, make any changes or substitutions to the Equipment. Any and all replacement parts, accessories, authorized changes to and/or substitutions for the Equipment shall become part of the Equipment and subject to the terms of this Agreement. 12. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND REGISTRATION FEES, ASSESSMENTS, SALES, USE AND OTHER TAXES, Page 66 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 ti M N AND OTHER EXPENSES AND CHARGES, together with any applicable penalties, interest, and administrative fees now or at any time imposed upon any Products, the Payments, or Customer's performance or non-performance of its obligations hereunder, whether payable by or assessed to CFS or Customer. If Customer fails to pay any such fees, assessments, taxes, expenses or charges as required hereunder, CFS shall have the right but not the obligation to pay those fees, assessments, taxes, expenses and charges, and Customer shall promptly reimburse CFS, upon demand, for all such payments made plus administrative fees and costs, if any. Notwithstanding the generality of the foregoing, Customer shall not be liable for property taxes, which shall be the sole responsibility of CFS. 13. INSURANCE: Customer, at its sole cost and expense, shall, during the term hereof including all renewals and extensions, obtain, maintain and pay for (a) insurance against the loss, theft, or damage to the Equipment for the full replacement value thereof, and (b) comprehensive public liability and property damage insurance. All such insurance shall provide for a deductible not exceeding $5,000 and be in form and amount, and with companies satisfactory to CFS. Each insurer providing such insurance shall name CFS as additional insured and loss payee and provide CFS thirty (30) days' written notice before the policy in question shall be materially altered or canceled. Customer shall pay the premiums for such insurance, shall be responsible for all deductible portions thereof, and shall deliver certificates or other evidence of insurance to CFS. The proceeds of such insurance, at the option of CFS, shall be applied to (a) replace or repair the Equipment, or (b) pay CFS the "Remaining Lease Balance," which shall be the sum of: (i) all amounts then owed by Customer to CFS under the lease; plus (ii) the present value of all remaining Payments for the full term of the lease; plus (iii) except in the case of$1 Buyout Leases, the Fair Market Value of the Products (as defined herein); plus (iv) any applicable taxes, and any expenses, charges or fees which may be payable as otherwise provided herein or in the Master Agreement or the applicable Participating Addendum . For purposes of determining present value, Payments shall be discounted at three percent (3%) per year. Customer hereby appoints CFS as Customer's attorney-in- fact solely to make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for any loss or damage to Equipment under any such insurance policy. If within ten (10) days after CFS' request, Customer fails to deliver satisfactory evidence of such insurance to CFS, then CFS shall have the right, but not the obligation, to obtain insurance covering CFS' interests in the Equipment, and add the costs of acquiring and maintaining such insurance, and an administrative fee, to the amounts due from Customer with respect to the lease. CFS and any of its affiliates may make a profit on the foregoing. 14. LOSS; DAMAGE: Customer assumes and shall bear the entire risk of loss, theft of, or damage to the Products from any cause whatsoever, effective upon delivery to the Customer, except that Customer shall be relieved of all risks of loss or damage to the Products during periods of transportation and de- installation. No such loss, theft or damage shall relieve Customer of any obligation with respect to its lease of the Products. If any Equipment is lost or stolen, Customer, at the option of CFS, will (a) replace the same with like equipment in a condition acceptable to CFS and convey clear title to such equipment to CFS (and such equipment will become "Equipment" and be subject to the terms of this Agreement), or (b) pay CFS the Remaining Lease Balance. Upon CFS' receipt of the Remaining Lease Balance, CFS shall transfer the applicable Equipment to Customer"AS-IS, WHERE-IS"without any representation or warranty whatsoever, except for title, and this Agreement shall terminate with respect to such Equipment. 15. DEFAULT: Each of the following is a "default' under these lease terms: i) Customer fails to pay any Payment within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; ii) Any representation or warranty made by Customer in these lease terms or in the Master Agreement is false or incorrect and Customer does not perform any of its obligations under these lease terms or in the Master Agreement, and this failure continues for forty- five (45) days (or as otherwise agreed to in a Participating Addendum) after CFS has notified Customer; iii) Customer or any guarantor makes an assignment for the benefit of creditors; Page 67 Copiers and Managed Print Services RFP-NP-18�001,NA5PO ValuePoinl Master Agreement Terms and Conditions,CMS N 140595 eD M T_ N iv) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or v) Customer stops doing business as a going concern or transfers all or substantially all of Customer's assets. 16. REMEDIES: If Customer defaults on a lease, then CFS, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following: i) Cancel or terminate the Order; ii) Require Customer to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to the Remaining Lease Balance. 17. EXPENSES OF ENFORCEMENT: Customer shall reimburse CFS for all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies hereunder or in enforcing any of the terms of this Agreement, including, without limitation, reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought. If CFS should bring court action, Customer and CFS agree that attorney's fees equal to twenty-five percent (25%) of the total amount sought by CFS shall be deemed reasonable for purposes of this Agreement. 18. ASSIGNMENT: (i) Customer has no right to sell, transfer, encumber, sublet or assign the Product or any lease agreement without Contractor's prior written consent (which consent shall not be unreasonably withheld). (ii) CFS may not sell or assign any portion of CFS' interests in the Products or any Order for leases, without notice to Customer even if less than all the payments have been assigned. In that event, the assignee (the"Assignee") will have such rights as CFS assigns to them, but none of CFS' obligations (CFS will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Customer may have against CFS. 19. DATA: Customer acknowledges that the hard drive(s) on the Equipment, including attached devices, may retain images, content or other data that Customer may store for purposes of normal operation of the Equipment ("Data"). Customer acknowledges that CFS is not storing Data on behalf of Customer and that exposure or access to the Data by CFS, if any, is purely incidental to the services performed by CFS. CFS does not have an obligation to erase or overwrite Data upon Customer's return of the Products to CFS. Customer shall indemnify CFS, its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses,judgments or fees (including reasonable attorneys'fees) arising or related to the storage, transmission or destruction of the Data. This section survives termination or expiration of the lease term under the applicable Order. The terms of this section are without limitation of Contractor's obligations with respect to Data under the Master Agreement, the applicable Participating Addendum, and the applicable Order. 20. MAXIMUM INTEREST; RECHARACTERIZED AGREEMENT: No Payment is intended to exceed the maximum amount of interest permitted to be charged or collected by applicable laws, and any such excess Payment will be applied to payments due under the applicable Order, in inverse order of maturity, and thereafter shall be refunded. If the lease under any Order is characterized as a conditional sale or loan, Customer hereby grants to CFS, its successors and assigns, a security interest in the Products to secure payment and performance of Customer's obligations under such Order. 21. UCC-ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT EACH ORDER IS INTENDED AS A"FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC 2A") AND THAT CFS IS ENTITLED TO ALL BENEFITS, PRIVILEGES, AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. 22. WAIVER OF OFFSET: Each Order shall be a net lease. If the Products are not properly installed, do not operate as represented or warranted, or are unsatisfactory for any reason, Customer shall make Page 68 Copiers and Managed Print Services-RFP-NP-18-001,NASPO VaiuePoint Master Agreement Terms and Conditions,CMS#140595 M N such claim solely against the supplier, dealer, or manufacturer. Customer waives any and all existing and future claims and offsets against any Payments or other charges due under each Order, and unconditionally agrees to pay such Payments and other charges, regardless of any offset or claim which may be asserted by Customer or on its behalf. 23. AUTHORITY AND AUTHORIZATION: Customer represents and agrees that (a) Customer is a state or a political subdivision or agency of a state or other eligible Purchasing Entity under the applicable Participating Addendum; (b) that entering into and performance of each Order is authorized under Customer's state laws and Constitution and does not violate or contradict any judgment, law, order, or regulation, or cause any default under any agreement to which Customer is party; and (c) Customer has complied with any bidding requirements and, where necessary, has properly presented each Order for approval and adoption as a valid obligation on Customer's part. Upon request, Customer agrees to provide CFS with an opinion of counsel as to clauses (a) through (c) above, an incumbency certificate, and other documents that CFS may request, with all such documents being in a form satisfactory to CFS. 24. GOVERNMENT USE: Customer agrees that the use of the Products are essential for Customer's proper, efficient and economic operation, Customer will be the only entity to use the Products during the term of the applicable Order and Customer will use the Products only for Customer's governmental purposes. Upon request, Customer agrees to provide CFS with an essential use letter in a form satisfactory to CFS as to the preceding sentence. Page 69 Copiers and Managed Print Services-RFP- P®i9.00t,HASP®ValuePalnt Master Agreement Terms and Conditions,CMS 0 140595 0 N ATTACHMENT B, CANON MAINTENANCE TERMS AND CONDITIONS This document includes additional terms and conditions that apply to Maintenance Agreements for Purchasing Entities(referred to as"You" herein). 1. Maintenance. 1.1 Authorized Dealer shall provide all routine preventive maintenance and emergency service necessary to keep the Equipment in good working order in accordance with this Agreement and Authorized Dealer's normal practice. Such service shall be performed during Authorized Dealer's local regular business hours (8:00 A.M. to 5:00 P.M. Monday through Friday, except holidays). (a) You shall give Authorized Dealer reasonable and safe access to the Equipment to perform on-site service. Authorized Dealer may terminate its maintenance obligations on any Equipment you relocate to a site outside Authorized Dealer's service territory. If, in Authorized Dealer's opinion, any Equipment cannot be maintained in good working order through Authorized Dealer's routine maintenance services, Authorized Dealer may, at its option, (i)substitute comparable Equipment or(ii) cancel any balance of the term of the Maintenance Agreement as to such Equipment and refund the unearned portion of any prepaid charges hereunder. Parts or Equipment replaced or removed by Authorized Dealer in connection with maintenance services will become the property of Authorized Dealer and you disclaim any interest therein. (b) Installation/implementation of software Products may be at an additional charge,and may be conditioned on a separate statement of work or other document covering the scope and schedule of installation/implementation, configuration options, responsibilities of each party, and other matters, which shall govern as to the matters covered therein. Additional charges may apply for work beyond the initial scope described in such separate document. (c) Support for software Products is provided directly by the respective developers thereof and as set forth in each developer's applicable separate support contract, and is not provided by Authorized Dealer under the Maintenance Agreement except as expressly provided herein. Support for software Products may require separate purchase by you of a support contract.The terms of support contracts for software Products are available from the developers, or will be provided to you by Authorized Dealer upon request. (d) Authorized Dealer shall make available to you from time to time software patches and any updates for software Products and Embedded Software, but only if such patches and updates are provided to Authorized Dealer by the developers of such software Products and Embedded Software. New releases (upgrades)of software Products, and installation/implementation thereof,shall be chargeable to you. You are not required to use Authorized Dealer for installation software patches, updates or upgrades, but if installation is done by anyone other than Authorized Dealer, Authorized Dealer shall have no responsibility for any performance or other issues that may result from such installation. (e) Authorized Dealer shall also use reasonable efforts to provide Level 1 support for the software Products (for all software Products for which separately-priced support contracts are available, Level 1 support shall be provided only if and so long as the support contract for such software Product from the developer has been purchased and remains in effect). Level 1 support consists of (i) providing help-line telephone assistance in operating the software Product and identifying service problems and attempting to troubleshoot any such problems in the software Product; (ii) escalating operating problems to the available developer of the software Product as needed to rectify such problems, including facilitating contact between you and the developer of the software Product as necessary; and (iii) maintaining a log of such problems to assist in tracking the same. 1.2 For Equipment under NASPO ValuePoint Groups A& C,the meter shall record a quantity of 2 impressions for any image produced an 11"x17" media. 1.3 In the event your toner usage exceeds by more than 10%the published manufacturer specifications for conventional office image coverage, as determined by Authorized Dealer,Authorized Dealer may invoice you for such excess, provided that Authorized Dealer shall not invoice you for excess toner usage as aforementioned unless and until Authorized Dealer has first notified you of the excess toner usage, and until you and Authorized Dealer have consulted in good faith in an attempt to identify the reason(s) for the Page 70 Cop`ers and Managed Print Services AFPAP 1M0I,NASPO ValuePoint MasterAgreemmal Terms and Conditions„CMS 9 140595 T_ d N excess toner usage and you have had a reasonable opportunity, if practicable,to rectify the excess toner usage . You may purchase additional toner from Authorized Dealer if required during the term of the Maintenance Agreement. 1.4 You shall bear all risk of loss, theft or damage to unused consumables,which shall remain Authorized Dealer's property and shall be returned promptly upon termination of the Maintenance Agreement. 1.5 Unless otherwise indicated, you authorize Authorized Dealer to use networked features of the Equipment including imageWARE to receive software updates, activate features/new licenses and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment, providing reports and product improvement. You agree to provide meter readings to Authorized Dealer, in accordance with a meter read option made available by Authorized Dealer.Authorized Dealer may change your meter read options from time to time upon 60-day notice. If Authorized Dealer does not receive timely meter readings from you, you agree to pay invoices that reflect Authorized Dealer's estimates of meter readings. Authorized Dealer reserves the right to verify the accuracy of any meter readings from time to time, and to invoice you for any shortfall in the invoice for the next periodic billing cycle. 2. Non-Covered Service.The following services, and any other work beyond the scope of this Agreement are not included within Maintenance: (a) replacement of any consumable supply item not provided as part of toner inclusive service identified on the face page, including, without limitation, paper, toner, ink,waste containers, fuser oil, staples, other media, print heads and puncher dies; (b) repairs necessitated by factors other than normal use including,without limitation, any willful act, negligence, abuse or misuse of the Equipment;the use of parts, supplies or software which are not supplied by Authorized Dealer and which cause abnormally frequent service calls or service problems; service performed by personnel other than Authorized Dealer personnel; use of the Equipment with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c)de-installation, re-installation or relocation of Equipment; (d) repairs to or realignment of Equipment, and related training, necessitated by changes you made to your system configuration or network environment; (e)work which you request to be performed outside of Authorized Dealer's regular business hours; or(f) repair of network/system connection device. 3. Term and Renewal of Maintenance Agreement. For leased Equipment, the term of the Maintenance Agreement therefor shall be equal to the term of the lease. For purchased Equipment, the term of the Maintenance Agreement shall be as specified on the related Order(provided, that it may not exceed 60 months on Group A, Group B, Group D, Group E and Group F Devices and 84 months on Group C Devices). Maintenance Agreements shall not be subject to automatic renewal; if you desire to renew a Maintenance Agreement, the pricing during the renewal term shall be as determined pursuant to the Master Agreement. 4. Limited Warranty. All Equipment is provided with a manufacturer's end user limited warranty from Canon USA, Inc. Authorized Dealer is an authorized Canon service dealer and provides warranty service under the Canon USA limited warranties. All other Products are provided subject to such end user warranties and license terms as are provided by the manufacturer or developer as packaged or otherwise provided with the Listed Items. Authorized Dealer shall upon your request provide to you copies of all such end user warranties and license. SUCH WARRANTIES,TOGETHER WITH WARRANTIES AS PROVIDED IN THE MASTER AGREEMENT AND THE APPLICBLE PARTICIPATING ADDENDUM,ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE USE OR PERFORMANCE OF THE PRODUCTS, AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. YOU EXPRESSLY ACKNOWLEDGE THAT SUCH WARRANTIES DO NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE PRODUCTS. 5. LIMITATION OF LIABILITY. NEITHER AUTHORIZED DEALER NOR CONTRACTOR SHALL BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF AUTHORIZED DEALER OR CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Page 71 Copiers and Managed Print Services-RFP-NP•1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 N d' N ATTACHMENT C, CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS 1. TERM.The Managed Print Services("MPS")shall begin on the Start Date and continue for the initial term specified above. 2. CHARGES. Authorized Dealer agrees that pricing shall remain firm for the initial terms of the Maintenance Agreement. Upon expiration of the initial contract term, or during any renewal period, Dealer reserves the right to increase the pricing upon thirty(30)days prior written notice, based on any changes to the fleet, or services being delivered,provided these changes are outside the scope of the original statement of work,and provided the pricing does not exceed Master Agreement pricing. If you have selected the Fleet Coverage Plan, the Base Charge, Covered Images and Per Image Charges noted above shall apply to all of the Equipment on the Schedule. If you have selected the Per Unit Coverage Plan,the Base Charge,Covered Images and the Per Image Charges for each unit shall be reflected on the Schedule. 3. PRIOR ASSESSMENT.As part of an initial assessment, Authorized Dealer has performed a network and system discovery analysis of your IT environment in which services are to be rendered under this Agreement.Additionally, as part of the initial assessment,Authorized Dealer has used certain discovery tools to identify the components and conditions of your IT environment. 4. COVERED PRINTERS. This agreement is intended to provide services for your entire fleet of printers; however, certain models of printers may not be eligible for services under this contract due to age, geographic location or other reasons determined by Authorized Dealer. At Authorized Dealer's discretion, the ineligible printers may be placed under a "Standard Plan" and identified on the associated schedule ("Schedule B") and shall only receive toner cartridges and monitoring services.The"Premier" scope of services as defined in Paragraph 7 covers only the printers identified on the associated schedule("Schedule A"or"Schedule A-MICR").The parties may agree to add or remove printers from time to time during the Term by mutual execution of an Authorized Dealer MPS Change Order. Customer shall provide Authorized Dealer a standard device configuration sheet showing the start meter reading of the added printer(s) as of the start date of this contract. Otherwise, Authorized Dealer may compute a start reading for the printer(s) utilizing the current meter reading and subtracting an estimated monthly volume per printer, as determined by Authorized Dealer. In the event Customer acquires additional devices subsequent to the start date of this Agreement,the start meter shall be zero. If the quantity of printers changes during the Term from the original quantity listed on Schedule A, Schedule A-MICR or Schedule B, Authorized Dealer reserves the right to adjust the pricing accordingly. S. YOUR RESPONSIBILITIES.As a condition precedent to Authorized Dealer's duties: (a) The Printers shall meet the "Fit for Service" requirements outlined in the MPS Customer Expectation Document (CED) and shall be in good working condition on the Start Date (as determined solely by Authorized Dealer in its reasonable discretion.) (b) You shall provide Authorized Dealer with an accurate location and printed configuration page for each printer placed under this Agreement. You shall notify Authorized Dealer if you relocate any printers from the address indicated on Schedule A,A-MICR, B or any related Change Order. (c) You shall use only Authorized Dealer-approved parts and supplies for the Printers. (d) You shall have proper electrical and network connections, install, and use Authorized Dealer approved surge protector where appropriate. (e) You shall provide a Key Operator responsible for designated duties in the operator's manual and insure that the proper supplies are being installed and/or used correctly with the printers. (f) You are solely responsible for security of your electronic and other data. (g) You must install and keep the Data Collection Agent ("DCA") installed on your network for networked devices and locally for non-networked devices throughout the Term of this Agreement. If the DCA does not communicate with Authorized Dealer,you agree to provide manual meter readings upon request. (h) You agree that Authorized Dealer may use estimated meter readings if it does not receive timely meter reading on any Printers covered by this Agreement. (i) You shall utilize the Authorized Dealer ordering procedures for adding or deleting printers and ordering Toner Cartridges.You acknowledge that Authorized Dealer will not deliver services or toner for printers not listed on Schedule A, Schedule A-MICR, Schedule B or any related Change Order until you complete the proper ordering procedure to add the printer to the Agreement. (j) You shall provide timely meter readings for any printer not connected to the DCA for any reason. Page 72 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement terns and Conditions,CMS p 140595 M d' N ADDITIONAL TERMS AND CONDITIONS 6. AUTHORIZED DEALER RESPONSIBLITIES (a) Authorized Dealer may tag each Printer initially listed on Schedule A,Schedule A-MICR or Schedule B with an Authorized Dealer Service tag indicating serial#and Authorized Dealer contact information. (b) Printers listed on Schedule A, A-MICR and B are provided replenishment of Original Equipment Manufacturer("OEM") or 3rd Party manufactured toner cartridges, as indicated on Page 1, for exclusive use with the Printers specified on Schedule A,A-MICR and B.The pricing in this agreement is based upon 5%toner coverage for black&white and 20%for color letter size pages.You agree that Authorized Dealer may invoice you for excess usage in the event your actual toner usage exceeds these assumptions by more than 10%. Excess toner charges shall be computed using the expected print volume ("EPV") minus the actual print volume reported. The EPV = actual number of cartridges shipped x the toner yield per cartridge x 90%. You shall bear all risk of loss,theft or damage to unused toner cartridges provided to you under this Agreement,which shall remain Authorized Dealer's property and shall be returned promptly upon termination of this Agreement. (c) Authorized Dealer may perform an initial walkthrough of Customer locations covered under this Agreement. Customer shall identify each networked and non-networked device to be covered under this agreement. Authorized Dealer will deliver, install, configure and test its network Data Collection Agent ("DCA") with your IT staff assistance. Authorized Dealer will provide all technical support, updates and maintenance for the DCA. (d) You acknowledge that Authorized Dealer's ability to deliver the services is dependent upon your full and timely cooperation with Authorized Dealer, as well as the accuracy and completeness of the information provided by you to Authorized Dealer. If, during the initial three (3) months of the Term, the assumptions used to develop the pricing and any related Statement of Work is found to be incorrect or misstated, the parties agree to meet and in good faith negotiate equitable changes in the scope of work and associated charges. You agree to follow the detailed operational procedures and program guidelines, which are explained in the MPS Customer Expectation Document, which you hereby acknowledge, receipt of at the time of executing this agreement. 7. SERVICES. YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS PARAGRAPH 7 ONLY FOR THE EQUIPMENT LISTED ON A SCHEDULE A, SCHEDULE A-MICR, CHANGE ORDER FORM A, OR CHANGE ORDER FORM A MICR.SUCH SERVICES ARE SUBJECT TO THE EXCLUSIONS HERINAFTER DESCRIBED. 8. COVERED SERVICES (a) Authorized Dealer shall provide all routine preventive maintenance, maintenance kits and emergency service necessary to keep the Printers in good working order in accordance with this Agreement and Authorized Dealer's normal practice. Such service shall be performed during Authorized Dealer's local regular business hours (8:00 A.M.to 5:00 P.M. Monday through Friday,except holidays). (b) You shall afford Authorized Dealer full, free and safe access to the Printers to perform on-site service. Authorized Dealer may terminate its maintenance obligations as to any Printers if you relocate it to a site outside Authorized Dealer's authorized service territory. If, in Authorized Dealer's opinion, any Printers cannot be maintained in good working order through Authorized Dealer's routine maintenance services, Authorized Dealer shall, at its option, either(i) substitute comparable Printers or(ii) cancel the balance of any remaining term of this Agreement as to such Printers and refund the unearned portion of any prepaid charges hereunder. Parts replaced or removed by Authorized Dealer in connection with maintenance services hereunder shall become the property of Authorized Dealer and you disclaim any interest therein. 9. NON-COVERED SERVICE. You acknowledge that Authorized Dealer shall not have obligations related to i) overhauls and/or reconditioning of printers; ii) printer user errors; (iii)the alteration, modification or customization of any software controlling, used by, installed on or embedded in the Printers; (iv) the service or repair of devices, accessories, power, data or communication lines or other instruments which are external to or otherwise not a component part of the Printers; (v) hard drive removal or(vi) supplying external communications or data transfer lines, paper or other throughput, staples, cassettes, exit trays or other like items or supplies (other than toner cartridges as defined in section 3) used or consumed in the normal operations of the Printers ("Excluded Items"). The following services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with Canon's then current contract pricing: (a) replacement of any consumable supply item other than toner; (b) repairs necessitated by factors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Printers; the use of parts, supplies or software which are not supplied Page 73 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 dq d N by Authorized Dealer and which cause abnormally frequent service calls or service problems; service performed by personnel other than Authorized Dealer personnel; transportation of the Printers; accident; use of the Printers with non-compatible hardware or software components; electrical power malfunction or heating,cooling or humidity ambient conditions; (c) re-installation or relocation of Printers; (d) repairs to or realignment of Printers,and related training,necessitated by changes you made to your system configuration or network environment; (e) repairs or service required because of inadequate operation of the Printers (e.g., Authorized Dealer technician is dispatched to rectify a problem described in the operator manual);and (f) work that you request to be performed outside of Authorized Dealer's regular business hours. 10. DATA.You acknowledge that the hard drive(s)on the Equipment may retain images,content or other data that you may store for purposes of normal operation of the Equipment("Data"). You acknowledge that Authorized Dealer is not storing Data on your behalf and that exposure or access to the Data by Authorized Dealer, if any, is purely incidental to the services performed by Authorized Dealer. You are solely responsible for the Data. The Canon branded Equipment contains various security features that you can utilize. Upon your request, Authorized Deafer will work with you to provide information regarding your options and offer services to assist you. Please note that Canon offers basic data security options free of charge; however, other optional services may have an additional cost associated. The terms of this Section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and Authorized Dealer could be construed to apply to Data. 11. TERMINATION. Either party may terminate this Agreement, with or without cause, by providing thirty (30) days written notice to the other party. Page 74 Copiers and Managed Print Services.RFP-NPs19s001,NA PO valuePoint Master Agreement`re s and Conditions,CMS N 140595 UJ d N ATTACHMENT D, CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT 1. Introduction.This Customer Expectation Document is designed to provide details related to the Canon Managed Print Services ('MPS") Program and to answer commonly asked questions. The terms and conditions of the MPS program can be found in the associated Managed Print Services Agreement. 2. Program Objectives.The MPS program is designed to help organizations achieve business efficiencies and cost savings through better management and administration of print environments. Our unique consulting process contemplates collaboration with our customers to identify areas for print optimization, increased productivity and cost savings. Critical to this process is the availability of print volume data from all sources within the print enterprise. The success of the program is dependent on uninterrupted communication with the printers or alternative sources of data capture in order for Authorized Dealer to perform the services and provide accurate and timely billing under the agreement. 3. Initial Contract Set-up a) Start Date.The contract becomes effective approximately 10 days after the Customer executes the MPS Agreement accompanied by a complete listing of the covered Printers on Schedule A and Schedule B, if applicable. This allows Authorized Dealer ample time to prepare its systems to accept customer calls and begin to provide services. b) Initial Printer Listing.Schedule A and B contain all relevant information on each printer initially covered under the MPS Agreement. Printers listed in Schedule B will only be eligible for toner fulfillment and monitoring services.The Customer is responsible for discovering and identifying the required information for all printers to be covered under this agreement. Although Authorized Dealer software tools may help discover devices based on detection of activity, idle units and units with no network connection may not be detected during this discovery process. In the event a customer identifies additional equipment which was mistakenly excluded from the original schedules, additional printers can be added using the Change Order form along with a printed configuration page for each printer added and made retroactive to the start date. Customers who call for services or toner for units not yet added to the contract may be told their.printer is not covered since it will not appear in the Authorized Dealer system. c) "Fit for Service"Requirements. Prior to the start of the contract,the following must be confirmed: 1. Each printer must have a minimum of 25%toner remaining in the cartridge; ii. Each printer must have a minimum of 25% life remaining for other consumable maintenance items (fuser kit, maintenance kit, drums); iii. Any printer displaying a service or supplies alert(error codes, low consumables, etc.) or demonstrating a technical or performance issue(regardless of alert status) must have the condition corrected; iv. Any printer with an image quality issue must have the condition corrected; and V. Any printer inadvertently placed on an MPS contract that does not meet"Fit for Service" requirements, must have the issues promptly remediated or the Printer must be removed from the MPS contact. d) Customers can contact Authorized Dealer Customer Service (see Section 5 below) to purchase the required consumable items (toner cartridge, maintenance kit, fuser kit, drum, etc.) and/or request a service call to remediate technical issues, so the printer can be added to an MPS contract. e) Tagging. Each printer initially covered under the agreement may be tagged with an Authorized Dealer Service tag by an Authorized Dealer representative. The tag includes the serial# of the printer, the phone #for service and supplies and other relevant information. The tag should not be removed from the printer during the term of the agreement. Authorized Dealer may mail tags to the customer for placement on the printers for machine additions or remote locations during the term of the contract. Q Installation of DCA Software.Authorized Dealer will work with the Customer's IT staff to perform the initial installation of the Data Collection Agent("DCA") software for networked devices. Additionally, Authorized Dealer may assist the Customer's IT staff to push the local client version of the DCA software for use with any non-networked printers. It is the Customer's responsibility to keep the DCA installed during the term including any reinstallation that may be required because of change in the Customer's infrastructure or environment. Page 7 Copiers and Managed Print Services®PFPsNP-1 M01.NASPO veluePoint Master Agreement Terms and Conditions,CMS 0 140595 to d N 4. Ordering Procedures a) Toner.Printer toner cartridges may be ordered from Authorized Dealer by either calling Customer Service or by placing an on-line order(if applicable). Customers who wish to use on-line ordering must first register through Authorized Dealer's on-line customer portal. Customers will be asked to provide the related serial# or asset tag#located on the asset tag placed on the printer.The maximum toner order is limited to one (1) cartridge per serial#. Authorized Dealer Reserves the right to limit toner shipments based upon print volume/utilization. Canon's Managed Print Services program does not contemplate the provision of"shelf stock"at Customer locations. Customers that require extra toner stored onsite may purchase shelf stock by contacting Customer Service (see Section 5 below). b) Service Calls. Requests for repair may be placed by either calling Authorized Dealer's Dispatch Center or by placing a service request on-line within the Authorized Dealer's on-line customer portal (if applicable). c) Add/Remove.Additions or deletions of printers covered under the MPS Agreement are made by executing and submitting an MPS Change Order form indicating the pertinent information on the specific units being added or removed from the agreement or submitting such request on-line within the customer portal (if applicable). Additionally, Customers must provide a printed configuration page from each added or removed unit that provides Authorized Dealer necessary meter, quality and other information necessary to make the change effective. Please note that changes to the printer fleet configuration may impact the price per copy reflected in the contract on a prospective basis. 5. Customer Service. For any questions or contract changes, please reference the following contact information: Email: . ,. µ ................................................................................. Phone:................................................................................................................................................ 6. Relocations. If Customers relocate any printers under the agreement, they must promptly notify Authorized Dealer in order to change the location information in the Authorized Dealer database. Customers are responsible for de-installing and reinstalling all relocated printers including installation of the DCA in order to keep the printers communicating with Authorized Dealer. Please note that printers relocated outside of Authorized Dealer's Servicing geography may not be eligible to be covered under this agreement. 7. Meter Collection.The MPS program is designed to automatically collect periodic meter readings from the printers covered under this agreement using the DCA software program. The DCA program is initially installed on the Customer network for connectivity to networked printing devices. A local DCA program must be installed on individual networked computers in order to communicate with non-networked printers. It is extremely important to keep the DCA software connected in order for Authorized Dealer to capture information in order to provide the services under the MPS Agreement. Customers are responsible to maintain this critical connection that may require reinstallation of the local DCA software when upgrading, replacing or repairing related computers. 8. Fixed Volume. If Authorized Dealer does not receive timely meter readings from the DCA software or alternatively from the Customer through other means of communication, Authorized Dealer will estimate the usage on the related devices utilizing predetermined average monthly volume information, which are based on Authorized Dealer standard usage rates by model. 9. Toner Usage Reconciliation.The MPS program includes replenishment of toner cartridges based upon toner page coverage of 5%for black toner and 20%for color toner. Customers who print images with more toner average coverage should expect to pay additional charges. Toner usage reconciliation is done separately for black toner, color toner, and MICR toner. Please see the reconciliation example below: Toner Manufacturer Yield per Cartridge 3,000 #of Cartridges shipped to Customer" x 10 Manufacturer Expected Print Volume 30,000 Extra 10% provided by Authorized Dealer 3.000 Authorized Dealer Expected Print Volume 27,000 Actual Print Volume 25,500 Volume Reconciliation 1,500 Price per Page x .0200 Toner Usage Reconciliation Charge $30.00 * Note 1: Certain cartridges for the same models may contain different manufacturer yields. * Note 2: Cartridge yield associated with"Unused Toner Cartridges" (see definition in Section 12 below) Page 76 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 ti d N purchased from Authorized Dealer for purposes of"shelf stock"may be considered during toner reconciliation, when the Actual Print Volume exceeds the Authorized Dealer Expected Print Volume. 10. Quarterly Review Process. Customers are entitled to a quarterly review discussion to review expectations, charges, print volume data and recommendations for further optimization of the print environment. 11. Renewal and End of Term Process a) The MPS agreement will not automatically renew. If the Customer wishes to renew, then Authorized Dealer shall promptly provide a renewal quote for the renewal period. Upon mutual agreement, a new agreement shall be executed for the renewal term. b) If the Customer does not choose to renew, the Customer may return unused toner cartridges within 30 days of the end of term and Authorized Dealer will adjust the#of cartridges shipped for computing the final toner reconciliation described above. c) Customers must contact Authorized Dealer's Customer Service to obtain return instructions and return authorization#prior to mailing the returned supplies back to Authorized Dealer. In the event Authorized Dealer is unable to obtain a final meter reading from the DCA or other reasonable means, Authorized Dealer will estimate the final meter reading using customer volume history or utilizing the Authorized Dealer standard usage rates by model. 12. Unused Toner Cartridges. Unused toner cartridges are defined as the original items shipped to Customers, which: a) were provided to the Customer by Authorized Dealer; b) are in the original box, which is unopened and undamaged; c) the contents (toner cartridges) are sealed and undamaged; and d) are deeded resalable, in Authorized Dealer's sole discretion. 13. Restocking Fee. A restocking fee of 10 percent(10%) of the MSRP value shall be charged for all unused toner cartridges returned to Authorized Dealer, unless the returned cartridge is deemed defective or the restocking fee is prohibited by law. 14. Toner Availability.Authorized Dealer shall use commercially reasonable efforts to procure toner cartridges for the printer(s)covered by the MPS contract. In the event OEM toner is no longer readily available (discontinued by the manufacturer, restricted distribution, exhausted inventory, etc.) Authorized Dealer shall, at its option, either(i) substitute OEM cartridges with compatible (3rd party)toner cartridges, or(ii) substitute comparable printer(s) at your expense, or(iii) cancel the balance of any remaining term of the MPS contract for the affected printer(s) and refund the unearned portion of any prepaid charges associated with the printer(s). Page 77 Copiers and Managed Print Services m RFP-NP-IMOI,NASPO ValueP®In4 Master Agreement Terms and Conditions,CMS N 140595 00 d N ARTICLE II DCA Software&Technical Requirements Authorized Dealer must utilize data collection software to provide services under this agreement. Authorized Dealer is responsible to maintain the software, provide updates when necessary, and assist with the initial installation as necessary.The detailed technical information with respect to the Data Collection Agent (DCA) is as follows: The DCA collects usage data on Products from predefined Management Information Bases (M1Bs), using Simple Network Management Protocol (SNMP). For greater security, the DCA initiates communication solely with the Authorized Dealer Data Repository. Communication sessions are conducted via HTTPS (port 443), the universal standard in secure transactions.The DCA sends and receives data in a single hourly session. Authorized Dealer does not provide root access or local edit access to the DCA and Authorized Dealer does not permit scripts to be run against the DCA. Customers must provide the following technical information in conjunction with the implementation of the Canon Managed Print Services program. This information is required specifically for the expressed purposes of configuration and implementation of the DCA. Requirements and details below may be subject to change based on modifications to the existing software or a change to the DCA software being utilized. INFORMATION DCA Server(must be able to access all subnets with devices under contract) Hostname IP Address Default Gateway Fully Qualified Domain Name DNS Server(primary and secondary) Subnet Mask Network Subnet Range(s) Proxy(if applicable) Proxy Name Port Number Username 1 Password (if required) SNMP Public (READ) Any non-public SNMP community strings CONFIGURATION In addition to the information above to function properly, the DCA requires the following network configuration Port 80 TCP (outbound access) Port 443 TCP (outbound access) SNMP (access to all subnets with devices on contract) Port 161 UDP (access to all subnets with devices on contract) ADDITIONAL PORTS REQUIRED FOR MDS CLOUD CC AGENT U11 Port 427 UDP (outbound access) 011 Port 47545 UDP (outbound access) (Canon Devices) 011 Port 47546 TCP (outbound access) (Canon Devices) 011 Port 9007 TCP (outbound access) (Canon Devices) Port 50700 UDP(inbound access) (Canon Device event notifications) 1 Port 11427 UDP(inbound access) (Canon Device power status notifications) 0 Port 44301 TCP (inbound access) (Open CC Agent dashboard on network) HARDWARE Hardware: Non-dedicated server powered on 24 hours a day, 7 days a week Network Card: 100mbit or higher RAM 512 MB or higher Internet connected browser Page 78 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 0) d N ADDITIONAL HARDWARE REQUIRED FOR MDS CLOUD CC AGENT Dual Core CPU 2.OGHz or faster RAM 4GB or more Recommended 8GB or more Available Storage 8GB or more Recommended 35GB or more SOFTWARE Computers where the DCA will be installed must meet the following software requirements: Windows 7, B, 10, Server 200B R2, Server 2012, Server 2016 or higher and .NET Framework 3.5 SP1 Including .NET 3.0 and 2.0 Feature enabled Virtualization software support: The following virlualization software will support the installation: Microsoft Virtual Server 2005 VMware GSX ADDITIONAL SOFTWARE REQUIRED FOR MDS CLOUD CC AGENT �11 Virtual Environments: VMware vSphere v6.0/v6.5 Microsoft Hyper-V:Windows Server 2008 R2/Server 2012/Server 2012 R2 :: NET Framework 4.5.2 or higher: I°7itt °, ' ,urrli„urt:, a::ft.��:rrdir�u�,.li ' a,:in,:: mlll u: t :I hill: W :: ?id:-. t'i 3 9 t... ...................... "I IIS 10.0 Express: hits :::�'��� ,:n u6t:urt�„r���ttm��:�nnt'r�� a1�:ttt�:�lii 116t��tl�'tirrat�it:. �::)x'?i1:d�.,: 1'� tt .. p .............................................................................................................................I.....q.m.m.....mmmmmm. ..mm.. ....t....................64 SOL Server Express 2014 SP2 or higher: IlmL.tA, ; d: a': ..tmnumtiit:.tdt! .,.. mlrtw, :irnm: mttLiiirt�t tttmt �Il %mmtt1L°mint..."' um: 67 COLLECTION INTERVALS FOR MDS CLOUD CC AGENT 13 Errors and alerts—Every 5 minutes while not in sleep mode E, Consumable Supplies (Toner& Paper levels)—Every 60 minutes while not in sleep mode Counters—Every 8 hours DATA TRANSMISSION The DCA transmits small amounts of data to the central server. This data includes only statistical and alert condition information. NO IMAGE DATA IS TRANSMITTED. The following data estimates are provided to assist in the assessment of network impact. DCA scan, blank IP: 5.2KB DCA scan, 1 printer: 7.2KB DCA scan, 1 printer, 254 local IP addresses: 96KB DCA scan, network of 15 printers,254 local IP addresses: 125KB Pa e 7 Copiers and Managed Print Services m PFP-NP-1"01,NASPO ValuePmint Master Agreement Terms and Conditions,CMS#140595 0 LO CV ATTACHMENT E, DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT MASTER SERVICES AGREEMENT TERMS AND CONDITIONS This Attachment includes additional terms and conditions that apply to Maintenance Agreements for Purchasing Entities (referred to as "Customer" herein) for Oce Production Equipment and Large Format Equipment (referred to as "Equipment" herein). In the event of a conflict between the Canon Maintenance Terms and Conditions set forth in Attachment B and the terms and conditions in this Attachment E,the terms and conditions in this Attachment E shall govern. 1. Installation and Site Preparation 1.1 Authorized Dealer shall install the Equipment at the location identified on the applicable Schedule ("Equipment Location"). Installation shall be deemed complete when the Equipment has been installed and is ready for commercial operation. Customer shall furnish a suitable installation site in accordance with Authorized Dealer's power, environmental, and other requirements. All site preparation, including appropriate space requirements, electrical wiring, air conditioning, required venting or special duct work and necessary permits or approvals, is Customer's responsibility. 1.2 For Software installed at a Customer location, installation shall be determined complete when the Software has been installed and is ready for commercial operation. For all of the Software, installation shall be deemed complete when Customer is provided instructions on how to access and/or download the Software. 2. Supplies Customer is entitled to the amount of toner/supplies which, on average„ covers six percent(6%) of the letter size media unless another coverage rate is specified in an Order. Unless otherwise agreed to in an Order,for cutsheet color products, Customer is entitled to the amount of toner/supplies which, on average, covers ten percent (10%) of the letter size media per color(black counts as a color). Unless specifically agreed to in an Order, supplies do not include staples. Reconciliation for overuse of toner/supplies shall be invoiced to and paid by Customer at the rates in effect at the time of such reconciliation, and will be calculated based on coverage/use. 3. Maintenance 3.1 Equipment Support: Authorized Dealer shall provide Customer: (a)Authorized Dealer's standard preventive maintenance services ('?Ws"), including labor and replacement parts to be provided Monday—Friday during Authorized Dealer's standard business hours (the length and frequency of periods of time required for preventive maintenance will be determined by Authorized Dealer); (b)corrective maintenance coverage as indicated on the applicable Schedule, including labor and replacement parts (service on Authorized Dealer holidays is available with advance notice to Authorized Dealer and Authorized Dealer shall bill Customer at its then current hourly rates for holiday service) provided that repairs can be performed in the field; and (c) engineering changes, including safety changes, deemed necessary by Authorized Dealer. Preventive maintenance includes testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications. PM's performed on weekends, holidays or between 5PM and 8.00AM (at Customer's request) will be billed at Authorized Dealer's holiday rates according to the Master Agreement Price Lists. If Customer refuses to permit installation of a safety change or removes one already installed, Authorized Dealer may discontinue maintenance support services for all Equipment until the hazard has been corrected. All defective parts removed during maintenance shall become the property of Authorized Dealer. Parts used for repair may be used or remanufactured in accordance with manufacturer's specifications. The Equipment may contain software that allows Authorized Dealer to access the Equipment remotely("Remote Software"). In such cases, Customer authorizes Authorized Dealer to use the Remote Software to (i) receive software updates and transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS (or other) protocol and (ii) store and analyze such data solely for Authorized Dealer's own purposes related to servicing the Equipment and for product improvement. 3.2 Customer shall: (a) provide Authorized Dealer full,free and safe access, subject to Customer's safety and security regulations, to the Equipment for performance of maintenance as deemed necessary by Authorized Dealer; (b) allow Authorized Dealer to store reasonable quantities of maintenance equipment and/or parts on Customer's premises; (c) provide a suitable environment for the Equipment in accordance with manufacturer's environmental requirements;and (d) inform Authorized Dealer promptly of any operating problems Page 80 Copiers and Managed Print Services-RFP-NP-1 M 1,NASPO valuePoint Master Agreement Terms and Conditions,CMS N 140595 V_ N 3.3 Remote Help Desk Support (applicable to cut sheet printers and Software under 5x8 service coverage) If Customer purchases"Remote Help Desk Support",then the following terms are applicable: (a) Authorized Dealer provides Remote Help Desk Support via telephone, to access Authorized Dealer Support Specialists for operator questions, installation support, explanation of maintained software features and functionality, network connectivity questions, and other support issues ("Remote Support"). Remote Support is available Monday—Friday 8:00AM to 8:00PM EST, excluding holidays. By purchasing Remote Support, Customer has unlimited access to the help desk. (b) Authorized Dealer will provide Remote Support to those Customer employees who have been issued an ID code providing email/telephone access to the Authorized Dealer Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of ID codes. ID codes are non-transferable. 3.4 Services for Additional Charae (a) The services listed in this Section are not included as part of Authorized Dealer's remedial or preventive maintenance services: Services for repair of Equipment(including the inkjet heads in Authorized Dealer's printers or the fuser rollers in Authorized Dealer's continuous feed printers) or replacement of parts (including the inkjet heads in Authorized Dealer's printers or the fuser rollers in Authorized Dealer's continuous feed printers ) caused or made necessary, in Authorized Dealer's reasonable discretion, in whole or in part, by: (i) Customer's failure to continually provide a suitable environment in accordance with Authorized Dealer's requirements; (ii) neglect, misuse, or use of the Equipment for purposes other than for which it was designed, or failure to operate the Equipment in accordance with Authorized Dealer's or manufacturer's operating instructions or within manufacturer's specifications; (iii) accident, disaster, including effects of water, wind, lightning, or transportation; terrorism, vandalism or burglary; (d) alterations of Equipment, including any deviation from Equipment design, unless previously authorized in writing by Authorized Dealer; (iv) attachment(s)to the Equipment, including connection of devices not supplied by Authorized Dealer, which cause the Equipment to malfunction, unless previously authorized in writing by Authorized Dealer; (v) Customer's failure to perform or its failure to correctly perform the normal duties of Customer's operators; (vi) the use of any non-Authorized Dealer parts,toner, developer or inks; (vii)the use of forms not in compliance with Authorized Dealer's paper specifications; (viii) maintenance or repair services performed by Customer or a third party without written authorization from Authorized Dealer; or(ix) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by Authorized Dealer. If in Authorized Dealer's reasonable discretion, Equipment has been rendered un-repairable, then Authorized Dealer may refuse to render services under this Agreement and may terminate the appropriate Schedule. (b) If repairs or replacements as set forth above are needed due to the causes listed in (a) above, Authorized Dealer's prices to provide any such repair or replacement will: (i) use the published hourly Master Agreement service rates and minimum charges for the service time,which includes travel and waiting time; (ii) use the current parts and material prices;and (iii) travel expenses. All repairs will be governed by the terms of this Agreement, however,Authorized Dealer reserves the right to decline to perform such services. (c) Authorized Dealer may withdraw any item of Equipment from maintenance coverage(i) if such Equipment has been removed from the Equipment Location and Authorized Dealer does not offer maintenance services at the new Equipment location; or(ii) if Authorized Dealer declares end of life for such Equipment, and then only with at least ninety(90)days prior written notice. Customer shall pay monthly service charges up to the date of termination. For any prepaid amounts, Authorized Dealer shall refund or credit the pro rata amount of the remaining term from the effective date of termination Page 81 Copiers and Managed Print Services-RFP-NP-1 -001,NASPO valuePoint Master Agreement Terms and Conditions,CMS A 140595 N LO T_ N ATTACHMENT F,SAMPLE ECOPY EULA You acknowledge that you have read all of the above terms and conditions, understand them, and agree to be bound by them. You understand that Canon USA and any Dealer are not Nuance's agents and are not authorized to make any representations or warranties on Nuance's behalf nor to vary any of the terms or conditions of this License. © Copyright 1995-2009 Nuance Communications, Inc. All rights reserved. Nuance and the Nuance logo are trademarks or registered trademarks of Nuance Communications, Inc.or its affiliates in the United States and/or other countries. P/N: 73-00521 December, 2009 This Nuance Software License Agreement (this computer program documentation, either in "License") is a legal agreement between you printed format or included in electronic (either an individual or an entity) and Nuance format on the media ("Documentation") Communications, Inc. It applies to one or more of enclosed in this Package for your internal use, the following items: eCopyTh1ShareScan@ all in accordance with the terms and (comprised of eCopy ShareScan Client software, conditions of this License. The Software and eCopy ShareScan Services Manager software and Documentation are owned by Nuance or its eCopy ShareScan Administration Console suppliers and are protected by United States software), eCopy PaperWorksTM software, the copyright laws and international treaty Nuance designated Connectors for third party provisions. Nuance and its suppliers retain applications, and updates of any of the preceding title to and all copyright and other intellectual which are provided under the Maintenance and property rights in the Software and Support Agreement described in Section 6 below. Documentation. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU ARE NOT 2. USE LIMITATIONS. AUTHORIZED TO USE THE NUANCE This License authorizes you to use the SOFTWARE, YOU ARE NOT PERMITTED Software in the Package only as follows: TO INSTALL OR ACTIVATE THE (a) any eCopy ShareScan Client software may SOFTWARE, AND YOU SHALL RETURN be installed and used on as many Nuance THE ENTIRE PACKAGE OF WHICH THIS supported Canon brand devices LICENSE IS A PART TO THE PLACE OF ("Licensed Devices") as are authorized by PURCHASE, AND THE FEES THAT YOU the eCopy ShareScan software license PAID FOR THE NUANCE SOFTWARE WILL package you have purchased; BE REFUNDED. If you or a third party acting on (b) any eCopy ShareScan Services Manager your instructions installs and/or activates the Software and eCopy ShareScan Software, then you will be deemed to have Administration Console software may be accepted and agreed to this License. installed on as many computers as you deem desirable to utilize eCopy ShareScan 1. LICENSE. on the Licensed Device(s) • Nuance Communications, Inc. ("Nuance") ' hereby grants to you (either an individual or (c) any eCopy PaperWorks software may be entity) a non-exclusive, non-transferable used on that number of computers as are license to use the software ("Software") either authorized by the eCopy PaperWorks contained on the media included in the software license package you have package of which this License is a part purchased; to the extent your eCopy ("Package") and/or which you are directed by PaperWorks software also contains an the Package to download from an Nuance eCopy PaperWorks Software License website, and together with the written Page 82 Cmpiem�and Managed Print Services•RFiP-NP-18.001,NASPO ValuePoint Master Agreement Terms and CondhU,ons,CMS#140 ,'9 M Uj T_ N Agreement, the terms of this License will purpose of this License, "use" of eCopy govern your use of eCopy PaperWorks; PaperWorks means loading the Software into (d) any Nuance designated Connector RAM, a computer, a hard disk or other software which is contained in the storage device. Licensed users of eCopy Package or which you are directed by the PaperWorks software may access the eCopy Package to download from an Nuance PaperWorks software from a hard disk over website ("Connector") may be used with the network, or any other method you choose as many Licensed Devices as are as long as you otherwise comply with this authorized by the Connector software License, including limiting the number of license package you have purchased; computers on which eCopy PaperWorks is (e) If the Software is labeled "Not for Resale" used to the number of eCopy PaperWorks or "NFR" and you are a Dealer (as licenses purchased. Any Connector software defined below), you are granted a limited, which is not designated in the Package is non-exclusive, non-transferable license to licensed separately. use the Software, and you may not resell, You may not modify, decompile, disassemble, or otherwise transfer, the NFR Software. (If you are not a Dealer, you should return reverse engineer or create derivative works of the NFR Software promptly to Nuance.); the Software, or remove, modify or obscure and any copyright or other proprietary rights notice on the Software or Documentation. (f) If the Software is labeled "Evaluation" You may not make copies of the Software or you are granted a limited, non-exclusive, Documentation, except that you may either (a) non- transferable license to use a copy of make one copy of the Software solely for the Evaluation Software for 45 days after backup or archival purposes, or (b) transfer you install the Evaluation Software. From the Software to a single hard disk provided time to time the Software displays a you keep the original solely for backup or reminder indicating the number of days archival purposes, in each case including remaining until expiration. You may at Nuance's copyright and other intellectual any time purchase the right to use the full property rights notices. Nor may you rent or version of the Software on the license lease the Software or use it to provide a terms specified herein. You may not copy timesharing or similar service. You will not the printed materials or user disclose the Software to third parties. You documentation accompanying the agree to cooperate with Nuance in its Evaluation Software, if any. BY YOUR verification of your compliance with this USE OF THE EVALUATION License including to permit a reasonable SOFTWARE, YOU UNDERSTAND audit. AND AGREE THAT AFTER 45 DAYS, YOU MAY NOT BE ABLE TO 3. TERM. CONTINUE TO ACCESS AND/OR USE THE EVALUATION SOFTWARE (a) Commencement of License Term. For UNLESS YOU PURCHASE THE each eCopy ShareScan Software product, RIGHT TO USE THE FULL VERSION the License Term will commence on the date on which the eCopy ShareScan OF THE SOFTWARE. product is activated. For each eCopy PaperWorks and Connector, the License Whether you have purchased eCopy Term will commence on the date on which ShareScan as a single license or multiple eCopy PaperWorks or Connector is licenses, each eCopy ShareScan Client installed by you. All Software should also component may only be used on the particular be registered with Nuance prior to use. Licensed Device(s) on which it was activated Activation and registration instructions are and may not be transferred to any other located in the applicable Nuance Software Licensed Device(s). For multiple license product, Documentation and/or Package, or packages of eCopy PaperWorks, you must at http://eCopy.com/registration.To the inform each user of the Software of the terms extent you have licensed a bundle of and conditions of this License. For the several Nuance Software products (and Page 83 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditirins-,CMS#140595 dq to T- N whether such products are contained on the presented to an authorized imaging retail media in your Package or available for dealer ("Dealer") of Canon U.S.A, Inc. download from an Nuance website), then ("Canon USA") and proven to be defective activation or installation of any one upon inspection will be exchanged for product of the bundle will simultaneously replacement media by Nuance. Replacement commence the License Term on all media will be warranted for the remainder of products of the bundle, so that the License the original 90-day warranty period of the Term of all Software products of the defective media. The limited warranty does bundle will commence at the same time. not apply if the failure of the media resulted You may exercise all of the Software and from accident, abuse or misapplication of the Documentation license rights granted to Software. EXCEPT AS PROVIDED ABOVE you in this License solely during the WITH RESPECT TO MEDIA, NEITHER License Term. NUANCE, ITS SUPPLIERS, CANON USA (b) Automatic Commencement of License NOR ANY DEALER MAKES AND YOU Term. Notwithstanding Subpart 3(a) RECEIVE NO EXPRESSED OR IMPLIED above, all Nuance Software, whether or WARRANTIES OF ANY KIND not packaged in a bundle, will be (INCLUDING, WITHOUT LIMITATION, automatically deemed activated or ANY IMPLIED WARRANTIES OF installed, as the case may be, and your MERCHANTABILITY OR FITNESS FOR License Term will automatically A PARTICULAR PURPOSE) WITH commence, not later than 180 days after RESPECT TO THE SOFTWARE, THE shipment from Nuance. DOCUMENTATION, OR ANY MEDIA, (c) Termination of License Term. This License ALL OF WHICH ARE PROVIDED "AS IS". is effective until terminated either(i) by you at any time by notifying Nuance in g, LIMITATION OF LIABILITY. writing, or (ii) automatically, upon your failure to comply with any term or NEITHER NUANCE, ITS SUPPLIERS, condition of this License and (iii) in the CANON USA NOR ANY DEALER case of Evaluation Software, SHALL BE LIABLE FOR ANY SPECIAL, automatically, 45 days after you install INDIRECT, INCIDENTAL, OR such Evaluation Software. Nuance shall CONSEQUENTIAL LOSSES OR have the right to disable operation of the DAMAGES (INCLUDING, WITHOUT Software upon termination of the License. LIMITATIONS, ANY LOSS OF DATA OR Upon termination, you agree to destroy all LOST PROFITS) PERTAINING IN ANY copies of the Software and Documentation WAY TO THE SOFTWARE, THE in your possession and to remove all DOCUMENTATION, OR ANY MEDIA, copies of the Software from all Licensed OR TO ANY OF NUANCE'S Devices, computers, hard disks and other OBLIGATIONS UNDER THIS LICENSE, storage devices. EVEN IF NUANCE, CANON USA OR THE DEALER HAS BEEN MADE 4. LIMITATION OF WARRANTIES. AWARE OF THE POSSIBILITY OF SUCH You assume responsibility for the selection of LOSSES OR DAMAGES. the Software to achieve your intended results 6, SEPARATE AGREEMENT FOR and for the installation and use of, and results MAINTENANCE AND SUPPORT. obtained from, the Software. Nuance does not warrant that the functions contained in the This License does not include any Software will meet your requirements or that maintenance or support for the Software, the operation of the Software will be which is provided separately under the uninterrupted or error free. The media, if any, optional Nuance,Inc. Software Maintenance on which the Software is recorded are and Support Agreement("Maintenance warranted against defective materials or Agreement"). If under a Maintenance workmanship under normal use for a period of Agreement you receive Software labeled as 90 days from the date of original delivery. an update,you must be properly licensed for During such warranty period, defective media the original Software to be eligible for the Page 84 Copiers and Managed Print Services-RFP•NP•1"01,NASPO ValuePoint Master Agreement Terms and Conditons,„CMS p 14 5 in N update. An update replaces and/or software. This License shall be governed by supplements the product that formed the the laws of the State of New Hampshire and basis for your eligibility for the update. You of the United States of America. All may use the resulting updated Software questions concerning the terms and provided under a Maintenance Agreement conditions of this License should be directed only in accordance with the terms of this to Nuance in writing to Legal Department, License Agreement. Nuance Communications, Inc., One Wayside Drive, Burlington. MA 01803 USA. 7. GENERAL. This License is the complete and exclusive 8. U.S. GOVERNMENT RESTRICTED statement of the agreement between you and RIGHTS. Nuance, and this License supersedes any prior The Software and the Documentation are proposal, agreement, or communication, oral provided with Restricted Rights. Use, or written, pertaining to the subject matter of duplication, or disclosure by the Government this License. You shall not export or re-export is set forth in subparagraph (c)(1)(ii) of the the Software from the United States, directly Rights in Technical Data and Computer or indirectly, except in compliance with all Software clause of DFARS 252.227-7013 or applicable statutes and regulations, including, subparagraphs (c)(I) and (2) of the without limitation, the Export Administration Commercial Computer Software -Restricted Regulations of the U.S. Department of Rights clause at 48 CFR 52.227-19, as Commerce in effect from time to time. In applicable. The contractor/manufacturer is addition, if the Software is identified as Nuance Communications, Inc., One Wayside export controlled items under applicable Drive, Burlington. MA 01803 USA. export laws,you represent and warrant that you are not a citizen,or otherwise located 9. TRADEMARKS. within, an embargoed nation (including "Nuance, the Nuance logo, eCopy, the without limitation Iran, Iraq, Syria, Sudan, eCopy logo, Making Paper Work, eCopy Libya, Cuba,North Korea, and Serbia) and ShareScan, eCopy Scan Station,and eCopy that you are not otherwise prohibited under PaperWorks are trademarks or registered the applicable export laws from receiving the trademarks of Nuance,Inc. Page 85 Copiers and Managed Print Services®Rpl'm P-IM01,NASPOValuePoint Master Agreement Terms and Canditions.CMS 40140595 to to T_ N THIS NUANCE ECOPY MAINTENANCE AND SUPPORT AGREEMENT APPLIES ONLY TO M&S OR EXTENDED M&S THAT WAS PURCHASED ON OR AFTER SEPTEMBER 6,2010. FOR M&S OR EXTENDED M&S PURCHASED PRIOR TO SEPTEMBER 6,2010, PLEASE SEE THE MAINTENANCE AND SUPPORT INSERT THAT ACCOMPANIED THE LICENSED PRODUCT. NUANCE COMMUNICATIONS, INC. SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT THIS AGREEMENT,by and between the end user entity whose name and address is entered during the 3. AUTOMATIC COMMENCEMENT.Notwithstanding online registration process described in Section 1 Section 2 above,the term of M&S will commence below("you")and Nuance Communications, Inc. automatically no later than 180 days after Nuance ("Nuance"),sets forth the terms and conditions under ships the Licensed Product or any Extension which Nuance will furnish updates to and technical Certificate. support for the following licensed software:eCopy ShareScanO software,eCopy PaperWorksT"software, 4. UPDATES TO LICENSED PRODUCTS.During the eCopy Business Automation ServicesTM software,and effective term of this Agreement,Nuance shall make the Nuance-developed Connector software that you available all updates to the Licensed Products to you have licensed from Nuance("Licensed Products")and within 30 days of Nuance's commercial release of are specified in the website through which you obtained such updates and you may download and install one your Licensed Product("Download Site"). IF YOU DO copy of each update for each Licensed Product. If the NOT AGREE WITH THE TERMS OF THIS "eCopy ShareScan®SuiteT11"Licensed Product is AGREEMENT,THEN DO NOT REGISTER WITH covered by this Agreement,then as part of your M&S NUANCE,AND NOTIFY THE ENTITY FROM WHOM you are entitled to receive one copy of each Nuance- YOU PURCAHSED AND THE FEE THAT YOU PAID developed Connector software product made WILL BE REFUNDED. If you or a third party generally available during the term of this Agreement, acting on your instructions registers with Nuance, which will be licensed to you under the same license then you will be deemed to have accepted and agreement that governs the eCopy ShareScan Suite agreed to this Agreement. Licensed Product.Nuance reserves the right to discontinue support for Nuance-developed Connectors to versions of third party applications that 1. ELIGIBILITY.In orderfor Nuance to provide you with are no longer supported by the manufacturer.New M&S,or with any extension of M&S,you must register versions of the Licensed Products,such as versions online by following the instructions at for new operating systems,are not within the scope www.eCooy.com/registration. PLEASE BE of this Agreement.Any operating system software AWARE THAT IF YOU DO NOT REGISTER from Microsoft®Licensing Inc.or its affiliates YOU WILL BE UNABLE TO ACCESS THE ("Microsoft")that has been pre-loaded on the eCopy M&S SERVICES THAT YOU HAVE ScanStation System will be supported by Microsoft in PURCHASED. accordance with the license agreement accompanying such operating system software. 2. TERM.Unless terminated pursuant to Section 10 below,this Agreement shall be in effect for the period 5. TECHNICAL SUPPORT.You shall first contact of time listed in the Download Site that begins on the Dealer for Level 1 support on the Licensed Products. start date of the license of the related Licensed Level 1 support consists of providing help-line Product(s)for which you have purchased M&S from telephone assistance in operating the Licensed Canon U.S.A.,Inc.("Canon USA")or from an Products and identifying service problems facilitating authorized office imaging retail dealer of Canon USA contact between you and Nuance to rectify such ("Dealer").This Agreement will be extended upon problems and maintaining a log of such problems to your purchase of extended M&S solely from Canon assist in tracking the same.If you still require USA or a Dealer.The period of extended M&S will be technical support after Dealer has provided Level 1 described in an Extension Certificate provided by support,then you shall have access to Nuance Canon USA or a Dealer.No matter when purchased, technical support as escalated through Dealer during the term of extended M&S starts upon the expiration the tern of this Agreement.You must specify a of the prior M&S term.For current extended M&S designated individual who will act for you as the sole prices,please contact Canon USA or a Dealer.Such support liaison to Dealer.You shall have access to prices may be changed at any time without notice.To telephone,e-mail,or web based support during the ensure continued support,extended M&S should be term of this Agreement.You can contact Technical purchased by you prior to the expiration of this Support online at www.askecopy.com.Nuance will Agreement. support the current Major Release(and related Point Page 86 Copiers and Managed Print Servlces-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions„CMS k 140595 ti rn T_ N Releases)and the most recent prior Major Release Licensed Product; provided (a)the upgrade is (and all related Point Releases),as defined below. from the immediately prior version of the For example, if the last five releases were 4.3,5.0, Licensed Product(i.e.from V4.x to V5.x, not 5.1,6.0,and 6.1,Nuance would support 5.0,5.1,6.0., V3.x to V5.x); (b) you have registered the and 6.1,but not 4.3."Major Releases"and"Point Licensed Product in accordance with Section Releases"are software releases for a Licensed 1, (c) you request such Connector Migration Product which is commercially available and Support no more than once in any twelve marketed to the public.Therefore,you are advised to month period during the Term and (d) you install promptly all updates made available to you by schedule Connector Migration Support via Nuance under Section 4 to ensure that Nuance will your Dealer during Nuance's normal business support your versions of the Licensed Products hours. throughout the term of this Agreement and any Extension Certificate. 7. ASSIGNMENT.Nuance will be entitled to assign, sub-contract or sub-let this Agreement or any part S. Additional M&S Offerings thereof.You will not be entitled to assign this (a) On-Demand Online Training—Access to Agreement or any part thereof without the prior online library of best practices,"how-to"and written consent of Nuance. "what's new"videos related to Licensed Product installation; 8. NEITHER Nuance,ITS SUPPLIERS,CANON USA (b) eCopy User Group- Membership to NOR ANY DEALER SHALL BE LIABLE FOR ANY eCopy's User Group allows you to connect INDIRECT,INCIDENTAL,OR CONSEQUENTIAL with other licensees of the Licensed Product DAMAGES(INCLUDING,WITHOUT LIMITATION, to share experiences, feedback and ANY LOSS OR DEGRADATION OF DATA OR recommend enhancements to the Licensed LOST PROFITS)ARISING FROM THE Product. Membership includes access to MAINTENANCE AND SUPPORT OF THE ECOPY periodic webinars, electronic newsletters and SCANSTATION SYSTEM,,INCLUDING access to Premium Knowledge Base Articles. UPDATES FOR LICENSED PRODUCTS,OR (c) Remote Technical Diagnostics— FROM ANY OF Nuance's OBLIGATIONS UNDER Communicate with live technical support THIS AGREEMENT,EVEN IF Nuance,ITS resources to remotely troubleshoot SUPPLIERS,CANON USA OR DEALER HAS performance and configuration issues; BEEN MADE AWARE OF THE POSSIBILITY OFSUCH LOSSES OR DAMAGES.THIS SECTION (d) License Key replacement—Upon your WILL SURVIVE THE TERMINATION OR request, a replacement license key can be EXPIRATION OF THIS AGREEMENT. issued to replace a lost or corrupt license key at no additional cost to you; 9. GENERAL This Agreement is the complete and (e) Designated Contacts—During the term of exclusive statement of the terms and conditions M&S, you may designate two primary under which Nuance will provide you with M&S for individuals (each a"Technical Contact")to the eCopy ScanStation System,including updates to serve as the liaison between you,the Licensed Products.This Agreement supersedes any Dealer, Canon USA and Nuance support prior proposal,agreement,or communication;oral or personnel. Your designated Technical written,pertaining to the subject matter contained Contact shall be the sole liaison between herein.This Agreement shall be governed by the you, the Dealer, Canon USA and Nuance for laws of the State of New Hampshire and of the M&S. To avoid interruptions in services, United States of America.All questions concerning notify Dealer, Canon USA and Nuance the terms and conditions of this M&S Agreement whenever your Technical Contact should be directed to Nuance in writing to Legal responsibilities are transferred to another Department,Nuance Communications,Inc.- individual. Corporate Offices,One Wayside Road,Burlington, (f) Connector Migration Support—With MA 01803, USA. respect to Connectors delivered to you by 10. U.S.GOVERNMENT RESTRICTED RIGHTS.Any Nuance at the time the Licensed Product is delivered ("Core Connector"), Nuance will, at upgrades of the Licensed Products or comparable additional cost, provide up to four(4) systems are provided with Restricted Rights. Use, no add hours it technical support for issues duplication,or disclosure by the Government is set encountered with the Core Connectors when forth in subparagraph(c)(1)(ii)of the Rights in moving the Licensed Product to hardware not Technical Data and Computer Software clause of supplied by Nuance or when upgrading the DFARS 252.227 7013 or subparagraphs(c)(1)and Licensed Product from a prior version of the {2)of the Commercial Computer Software- Restricted Rights clause at 48 CFR 52.22719,as Page 87 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 00 N applicable.The contractor/manufacturer is Nuance acknowledge that no refunds of any maintenance Communications, Inc.,Corporate Offices,One fees shall be made. Wayside Road,Burlington,MA 01803 USA. 11. TERMINATION.This Agreement shall terminate Copyright 0 2010 Nuance Communications, Inc. All rights automatically without notice to you upon failure to reserved. Nuance and the Nuance logo are trademarks comply with any term or condition of this Agreement or registered trademarks of Nuance Communications, Inc. or upon the termination of the license agreement for or its affiliates in the United States and/or other countries. any Licensed Product. Upon such termination,you PM:73-0051 B Page SS Copiers and Managed print Se ices a AFpmNP®10 1,NASPO Valuepeint Master Agreement Terms and Conditions,CMS#140595 0) ATTACHMENT G,SAMPLE THEREFORE EULA N THEREFORE END USER LICENSE AGREEMENT—valid only in the United States of America Therefore License Agreement This Therefore License Agreement(this"License") is a legal agreement between you,the Customer(either an individual or an entity)and Therefore Corporation GmbH,Wiener Strasse 2/2,A-2340 Moedling,Austria, incorporated in Moedling, registered at the Court of Wiener Neustadt under FN 237129 w("Therefore Corporation"). It applies to one or more of the following software items for which you have paid license fees and completed required license purchase documents: THEREFORE and associated modules and updates to any of the preceding items which are provided under the Maintenance and Support Agreement described in Section 6 below("Licensed Software"). If Customer does not agree to the terms of this License, do not use the Licensed Software associated with this License and go to the place of purchase, where any portion of the license fees paid will be refunded; if Licensed Software is used, Customer will be deemed to have accepted and agreed to these terms and conditions. 1. LICENSE. Therefore Corporation hereby grants to Customer a non-exclusive, non-transferable license to use the Licensed Software contained in the downloaded package("Package"),together with the associated computer program documentation ("Documentation")included with this Package, all in accordance with the terms and conditions of this License. The Licensed Software is typically used in a network environment in which client desktop computers and other client devices("Client Computers")are networked with a server computer("Server Computer"), acting as an application and data server, connected to a multifunctional print device, scanner or other input-output device("Licensed Device") ("Associated Hardware"). The Licensed Software and Documentation are owned by Therefore Corporation or its suppliers and are protected by United States copyright laws, international treaty provisions and the copyright laws of other countries. Therefore Corporation and its suppliers retain title to and all copyright and other intellectual property rights in the Licensed Software and Documentation. 2. USE LIMITATIONS; CUSTOMER OBLIGATIONS.This License authorizes Customer to install the Licensed Software in the Package only on (a)the Licensed Devices for which a license was purchased, (b) as many Client Computers as are authorized by the License you have purchased and (c) the Server Computer configuration for which a license was purchased, in each case as shown in the completed required license purchase documents. This License authorizes Customer to use the Licensed Software only to the extent of the named, concurrent and read-only licenses Customer purchases. Customer must inform each user of the Licensed Software of the terms and conditions of this License. For the purpose of this License, "use" means loading the Licensed Software into RAM, as well as installation on a hard disk or other storage device and also use of Licensed Software functionality by any of the available component access or execution modes. Customer may not modify, decompile, disassemble, reverse engineer or create derivative works of the Licensed Software. Customer may not make copies of the Licensed Software or Documentation, except that Customer may(a) make copies of components as reasonably needed to exercise the user rights Customer has licensed; (b) make one copy of the Licensed Software solely for backup or archival purposes, or (c) store the Licensed Software as required for customary periodic system backup or archival purposes, in each case including Therefore Corporation's copyright and other intellectual property rights notices. 3. TERM.This License is effective upon Customer's acceptance of it and will continue in effect until terminated either (a) by Customer at any time by notifying Therefore Corporation in writing or (b) automatically, upon Customer's failure to comply with any term or condition of this license or to pay license fees when due. Upon termination, Customer agrees to destroy all copies of the Licensed Software and Documentation in Customer's possession and to remove all copies of all components of the Licensed Software from the Client Computers and any other storage devices. 4. LIMITATION OF WARRANTIES. Customer assumes responsibility for the selection of the Licensed Software to achieve Customer's intended results and for the installation and use of, and results obtained from, the Licensed Software. Therefore Corporation does not warrant that the functions contained in the Licensed Software will meet Customer's requirements or that the operation of the Licensed Software will be uninterrupted or error free. NEITHER THEREFORE, ANY DEALER NOR CANON USA MAKES AND CUSTOMER RECEIVES NO EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE LICENSED SOFTWARE OR THE DOCUMENTATION OR ANY ASSOCIATED HARDWARE THAT MAY BE SOLD WITH THE LICENSED SOFTWARE, ALL OF WHICH ARE PROVIDED "AS IS." 5. LIMITATION OF LIABILITY. NEITHER THEREFORE, ANY DEALER NOR CANON USA SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, WITHOUT Page 89 Copiers and Managed Print Services-RFP-NP-1 M01.NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140555 0 cc LIMITATION, ANY LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) PERTAINING IN ANY WAY TO N THE LICENSED SOFTWARE, THE DOCUMENTATION, OR ANY STORAGE MEDIA, OR TO ANY OF THEREFORE'S OBLIGATIONS UNDER THIS LICENSE, EVEN IF THEREFORE, THE DEALER OR CANON USA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR THEREFORE (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES ARISING OUT OF CUSTOMER'S OPERATION OR USE OF THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DEALER OR CANON USA. 6. REQUIREMENTS; DATABASE SOFTWARE. Customer is responsible for (i) acquiring, all hardware necessary to implement and operate the Licensed Software, including devices that meet the minimum memory, processor speed or type or other requirements published from time to time by Therefore Corporation or by the licensor of any third party software that is part of the Package; (if) implementing not less than industry standard security procedures for privacy and other data protection required by law or good practices; and (iii) implementing adequate data back-up and disaster recovery procedures. The Licensed Software also requires database software. When Customer downloads the Licensed Software, the download routine checks for the presence of a database program that meets the database software requirements published from time to time by Therefore Corporation. If no database software is present, the download routine will supply a copy of Microsoft SOL Server 2005 Express. This copy is made available by Therefore Corporation pursuant to the attached Microsoft Corporation End-User License Agreement, which includes a right for Therefore Corporation to copy and distribute the object code form of the software, subject to certain requirements. In particular, Customer must agree to terms that protect this Microsoft software at least as much as the terms of the attached Microsoft Corporation End-User License Agreement. Accordingly, as part of this agreement for Licensed Software, as to the Microsoft SOL Server 2005 Express software, Customer agrees that the license terms of Sections 3 through 13 of the attached Microsoft Corporation End-User License Agreement and any other applicable terms of that agreement that protect the Microsoft SQL Server 2005 Express software made available to Customer shall govern in place of terms of this agreement that address the same subject; provided that, if this agreement has more protective terms, then those more protective terms shall govern. Microsoft is not granting Customer directly a license. However, warranty disclaimers and limits and limitations of liability set forth in the attached Microsoft Corporation End- User License Agreement shall protect Microsoft, as a third party beneficiary, and also protect Therefore Corporation and Canon USA and its dealers. 7. SEPARATE AGREEMENT FOR SUPPORT OR MAINTENANCE.This License does not include any support or maintenance for the Licensed Software, which is provided separately under the Therefore Licensed Software Support and Maintenance Agreement included in the Package ("Support Agreement"). If Customer complies with the registration requirements of the Support Agreement as specified therein, Customer will receive the first year of support and maintenance at no additional charge. Additional years of support and maintenance are available for purchase as described in the Support Agreement. S. GENERAL.This License is the complete and exclusive statement of the agreement between Customer and Therefore Corporation, and this License supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter of this License. This License shall be governed by the laws of the State of New York and of the United States of America. All questions concerning the terms and conditions of this License should be directed in writing to Therefore Corporation GmbH, Wiener Strasse 212, A-2340 Moedling, Austria. 9. U.S. GOVERNMENT RESTRICTED RIGHTS.The Licensed Software and the Documentation are provided to any Government licensee under subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Licensed Software with Restricted Rights. Use, duplication, or disclosure by the Government is set forth in clause of DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Licensed Software-Restricted Rights clause at 48 CFR 52.227- 19, as applicable. The contractor/manufacturer is Therefore Corporation GmbH, Wiener Strasse 212, A-2340 Moedling, Austria. Customer acknowledges that Customer has read all of the above terms and conditions, understands them, and agree to be bound by them. Customer understands that Canon USA is not and Dealer is not Therefore Corporation's agent and is neither authorized to make any representations or warranties on Therefore Corporation's behalf nor to vary any of the terms or conditions of this License. Page 90 Copiers and Managed Print Services®RFP-NPe1"01,NASPO ValuePoint Masler Agreement Terms and Conditions,CMS#140595 V_ cfl N SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT This software support and maintenance agreement("Agreement") by and between the Customer whose name and address appear in the registration described in Section 1 below("Customer")and Therefore Corporation GmbH (`Therefore Corporation"), sets forth the terms and conditions under which Therefore Corporation will furnish updates to and technical support for the licensed software products listed on this Agreement("Licensed Software"). 1. ELIGIBILITY. In order for Customer to be eligible for maintenance and support services, Customer must register online by completing the requested information when prompted during installation. Once Customer activates the support services,Therefore Corporation's support and maintenance database will determine eligibility and the effective term (including the initial term and any extended terms purchased with the initial purchase of Licensed Software)and send confirmation to Customer. In case an online registration is not possible,the registration may be completed via e-mail to the e-mail address displayed in the registration procedure. 2. TERM.This Agreement shall commence on the date ("Commencement Date") which is the initial date of license of the Licensed Software. Unless terminated pursuant to Section 9 below, this Agreement shall be in effect for one (1) year from the Commencement Dale, and is included at no additional charge in the price of the Licensed Software purchased from Canon U.S.A., Inc. ("Canon USA") or an authorized office imaging retail dealer of Canon USA ("Dealer"). At the original purchase or prior to the expiration of this one (1) year term, Customer may purchase extended maintenance and support solely from Canon USA or a Dealer. For current extended support prices, please contact Canon USA or a Dealer. Such prices may be changed at any time without notice. No matter when purchased, the term of extended maintenance and support starts upon the expiration date of the term that you have previously purchased. To ensure continued maintenance and support, the extension must be purchased by Customer prior to the expiration of this Agreement. If additional Licensed Software is purchased, this may result in adjustment of the effective term for all supported Licensed Software. Customer may contact the purchase source for the Licensed Software (Canon USA or Dealer) for information about the effective term of support and maintenance. Support outside the scope or term of this Agreement may be provided at the published rates of Therefore Corporation, Canon USA or its Dealers, as the case may be, for time and materials and with Customer assuming all costs, including shipping. 3. UPDATES TO LICENSED SOFTWARE. During the effective term of this Agreement Therefore Corporation will provide updates to the Licensed Software from time to time as these become available.Therefore will distribute such Updates (a) by on-line download offered to Customer's support liaison designated under this Agreement, or, (b) upon written request of Customer's support liaison and payment of the costs of media and shipping, by delivery of Licensed Software in suitable tangible media, in each case after Customer's provision of license serial number or other required license and support entitlement verification. Therefore Corporation reserves the right to discontinue support for connections to versions of third party applications that are no longer supported by the manufacturer. New versions of the Licensed Software, such as versions for new operating systems or which feature new functionality, are not within the scope of this Agreement. Any open source software and certain other third party software components that are included in the Licensed Software will be supported solely to the extent that the relevant developer makes support available to Therefore Corporation, and Therefore Corporation reserves the right to replace such third party software at any time, including if technical updates or compatibility upgrades deemed necessary by Therefore Corporation are not forthcoming from any such developer. Any updates or modified version of the Licensed Software provided under this Agreement shall be subject to the same End-User License Agreement as is applicable to the Licensed Software, and shall be subject to its terms. 4. OBTAINING TECHNICAL SUPPORT. Customer shall contact the purchasing source (Dealer or Canon USA) for Level 1 support on Licensed Software. Level 1 support consists of providing help-line telephone assistance in operating Licensed Software and identifying service problems, escalating issues as needed to rectify such problems and maintaining a log of such problems to assist in tracking the same. If Customer still requires technical support after Level 1 support has been provided by Dealer or Canon USA, as the case may be, then, at Customer's request, Canon USA shall escalate the issue in coordination with Therefore Corporation. Customer must specify a designated individual who will act for Customer as the sole support liaison to Dealer or Canon USA. Therefore Corporation will support every software release for the Licensed Software for a period of time of at least eighteen (18) months. Thus, Customer is advised to install promptly all updates produced by Therefore Corporation under Section 3 and made available to Customer by its Dealer or Canon USA under Section 3 to ensure that Therefore Corporation will support Customer's versions of the Licensed Software throughout the term of this Agreement and any extension of this Agreement. In making a request for technical support, the Customer representative must identify Customer and provide (where applicable) the serial number(s) of its Licensed Software to ensure that it is entitled to support. Page 91 Copiers and Managed Print Sarvices-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions.CMS 0 140595 N to T_ N 5. ASSIGNMENT.Therefore Corporation is entitled to assign, sub-contract or sub-let this Agreement or any part thereof. Customer is not entitled to assign this Agreement or any part thereof without the prior written consent of Therefore Corporation. 6. LIMITATION OF LIABILITY. NEITHER THEREFORE, CANON USA NOR ANY DEALER SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DEGRADATION OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) ARISING FROM THE MAINTENANCE AND SUPPORT OF THE THEREFORE SYSTEM, INCLUDING LICENSED SOFTWARE AND UPDATES THEREFOR, OR FROM ANY OF THEREFORE'S OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF THEREFORE, CANON USA OR DEALER HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR THEREFORE (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES ARISING OUT OF CUSTOMER'S OPERATION OR USE OF THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DEALER OR CANON USA. 7. GENERAL.This Agreement is the complete and exclusive statement of the terms and conditions under which Therefore Corporation will produce Updates to be made available to Customer through Canon USA and its Dealers with maintenance and certain technical support services for Licensed Software, including updates to Licensed Software. This Agreement supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter contained herein. This Agreement shall be governed by the laws of the State of New York. All questions concerning the terms and conditions of this Agreement should be directed in writing to Therefore Corporation GmbH at Wiener Strasse 2/2, A-2340 Moedling, Austria. 8. U.S. GOVERNMENT RESTRICTED RIGHTS.Any new releases, upgrades or versions of the Licensed Software are provided to any Government licensee with Restricted Rights. Licensed Software provided under this Agreement is"commercial computer software" as defined in DFARS 252.227-7014(a)(1)(June 1995) and accompanying Documentation is subject to Restricted Rights. Contracting Officer and Government End User agree to the inclusion of third party copyrighted computer software and documentation for all Licensed Software provided under this Agreement. Use, duplication, or disclosure by the Government is set forth in subparagraph (b)(3) of Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation, DFARS 252.227-7014 (June 1995) or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19(June 1987), as applicable. Contractor/manufacturer is Therefore Corporation GmbH, Wiener Strasse 2/2, A-2340 Moedling, Austria. Contracting Officer and Government End User acknowledge that they have read all of the above terms and conditions, understand them, agree to be bound by them and further that neither Canon USA nor Dealer is a Therefore Corporation's agent, nor are they authorized to make representations or warranties on Therefore Corporation's behalf, or to vary any of the terms or conditions of this Agreement. 9. TERMINATION.This Agreement shall terminate automatically without notice to Customer upon failure to comply with any term or condition set herein or upon the termination of the license agreement for any Licensed Software. Upon such termination, Customer acknowledges that no refunds of any maintenance fees shall be made. Page 92 Copiers and Managed Pdnt Services®RFP-NP®t 01.NASPC ValueP®Int Master Agreement Terms and Conditions,CMS#140595 M tG N ATTACHMENT H, SAMPLE UNIFLOW EULA NT-WARE END USER LICENSE AGREEMENT Including provisions for Third Party Software -MICROSOFT DATA ACCESS COMPONENTS 2.6 License -Provisions for Crystal Reports Runtime Software NT-WARE SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT LICENSE CODE: Important— Read the end user license agreement before using the license code to activate the software NT-WARE'S END USER LICENSE AGREEMENT This NT-Ware License Agreement (this "License") is a legal agreement between Company (either an individual or an entity) and NT-Ware U.S.A., Inc. It applies to one or more of the following software items for which you have paid license fees: uniFLOW core and associated modules, and updates to any of the preceding items which are provided under the Maintenance and Support Agreement described in Section 6 below. If Company does not agree to the terms of this License, promptly return the entire package, of which this License is a part, to the place of purchase and Company's money will be refunded; otherwise, upon any act of acceptance or commencement of use of the Licensed Software, Company will be deemed to have accepted and agreed to these terms and conditions. 1. LICENSE. NT-Ware U.S.A., Inc. ("NT-Ware") hereby grants to Company a non-exclusive, non- transferable license to use the Licensed Software ("Licensed Software") contained on the disk(s) or other media of your uniFLOWpackage ("Package"), together with the written computer program documentation ("Documentation") enclosed in this Package, all in accordance with the terms and conditions of this License. The Licensed Software is typically used in a network environment in which client desktop computers ("Client Computers") are networked with at least one server computer ("Server Computer"), acting as a core server or remote print server, and connected to at least one multifunctional print device ("Licensed MFP") which may have an associated card reader or other authorization device ("Associated Hardware"). The Licensed Software and Documentation are Owned by NT-Ware or its suppliers and are protected by United States copyright laws and international treaty provisions. NT-Ware and its suppliers retain title to and all copyright and other intellectual property rights in the Licensed Software and Documentation. 2. USE LIMITATIONS.This License authorizes Company to install various modules of the Licensed Software in the Package only on(a)the number of Licensed MFPs with which or for which each module was purchased, and on (b)as many Client Computers and Server Computers as are authorized by the License(s) you have purchased, in your original license purchase and any follow-on purchases of additional components or usage rights.The specific license purchases you make will be evidenced in invoices issued to you by a Dealer or Canon USA(as defined in Section 4 below),which will be the proof of the extent of your rights. Company must inform each user of the Licensed Software of the terms and conditions of this License. For the purpose of this License,"use"means loading the Licensed Software into RAM, as well as installation on a hard disk or other storage medium.Company may not modify, decompile,disassemble, reverse engineer or create derivative works of the Licensed Software. Company may not make copies of the Licensed Software or Documentation, except that Company may(a) make one copy of the Licensed Software solely for backup or archival purposes, or(b)transfer Page 9 Copiers and Managed Print Services®FIF -NIP-1e 1,NASPC valueP®ird Master Agreement Terms and Conditions,CARS 0 140595 dq cfl N the Licensed Software to a single hard disk or other medium provided Company keep the original solely for backup or archival purposes, in each case including NT-Ware's copyright and other intellectual property rights notices. 3. TERM.This License is effective upon Company's purchase of the Package and will continue in effect until terminated either(a) by Company at any time by notifying NT-Ware in writing or(b)automatically, upon Company's failure to comply with any term or condition of this license, or(c) as provided by any equipment lease documents. Upon termination,Company agree to destroy all copies of the Licensed Software and Documentation in Company's possession and to remove all copies of the Licensed Software from the System, Client Computers and other storage devices. 4. LIMITATION OF WARRANTIES.Company assumes responsibility for the selection of the Licensed Software to achieve Company's intended results and for the installation and use of, and results obtained from,the Licensed Software. NT-Ware does not warrant that the functions contained in the Licensed Software will meet Company's requirements or that the operation of the Licensed Software will be uninterrupted or error free.The media, if any, on which the Licensed Software is recorded, are warranted against defective materials or workmanship under normal use for a period of 90 days from the date of original delivery. During such warranty period,defective media presented to a authorized office imaging retail dealer("Dealer")of Canon U.S.A., Inc. ("Canon USA") and proven to be defective upon inspection will be exchanged for replacement media by NT-Ware. Replacement media will be warranted for the remainder of the original 90-day warranty period of the defective media.The limited warranty does not apply if the failure of the media resulted from accident,abuse or misapplication of the program. NEITHER NT-WARE,ANY DEALER NOR CANON USA MAKES AND COMPANY RECEIVES NO EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND(INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE)WITH RESPECT TO THE LICENSED SOFTWARE OR THE DOCUMENTATION OR ANY ASSOCIATED HARDWARE THAT MAY BE SOLD WITH THE LICENSED SOFTWARE,ALL OF WHICH ARE PROVIDED"AS IS." 5. LIMITATION OF LIABILITY.NEITHER NT-WARE,ANY DEALER NOR CANON USA SHALL BE LIABLE FOR ANY SPECIAL,INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES(INCLUDING, WITHOUT LIMITATION,ANY LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) PERTAINING IN ANY WAY TO THE LICENSED SOFTWARE,THE DOCUMENTATION, OR ANY MEDIA,OR TO ANY OF NT- WARE'S OBLIGATIONS UNDER THIS LICENSE,EVEN IF NT-WARE,THE DEALER OR CANON USA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.COMPANY ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR NT-WARE(INDIVIDUALLY AND IN THE AGGREGATE)FOR DIRECT DAMAGES ARISING OUT OF COMPANY'S OPERATION OR USE OF THE LICENSED SOFTWARE,REGARDLESS OF THE FORM OF ACTION(I.E.,WHETHER 1N CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY),SHALL NOT EXCEED THE FEES ACTUALLY PAID BY COMPANY TO DEALER OR CANON USA. B. SEPARATE AGREEMENT FOR SUPPORT OR MAINTENANCE.This License does not include any support or maintenance for the Licensed Software,which is provided separately under the NT-Ware U.S.A., Inc. Licensed Software Support and Maintenance Agreement included in the Package("Support Agreement"). If Company complies with the registration requirements of the Support Agreement as specified therein, Company will receive the first year of support and maintenance at no additional charge.Additional years of support and maintenance are available for purchase as described in the Support Agreement. 7. GENERAL.This License is the complete and exclusive statement of the agreement between Company and NT-Ware, and this License supersedes any prior proposal, agreement,or communication, oral or written, pertaining to the subject matter of this License.This License shall be governed by the laws of the State of New York and of the United States of America.All questions concerning the terms and conditions of this License should be directed to NT- Ware in writing NT-Ware U.SA., Inc., 105 Maxess Road,Suite 129 S, Melville, New York 11747. 8. U.S.GOVERNMENT RESTRICTED RIGHTS.The Licensed Software and the Documentation are provided subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Licensed Software with Restricted Rights. Use, duplication,or disclosure by the Government is set forth in clause of DFARS 252.227-7013 or subparagraphs(c)(1) and (2)of the Commercial Computer Licensed Software-Restricted Rights clause at 48 CFR 52.227-19,as applicable. The contractorlmanufacturer is NT-Ware U.S.A., Inc., 105 Maxess Road, Suite 129 S, Melville, New York 11747. Company acknowledge that Company have read all of the above terms and conditions, understand them, and agree to be bound by them. Company understand that Dealer is not NT-Ware's agent and is not authorized Page 94 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 in cfl N to make any representations or warranties on NT-Ware's behalf nor to vary any of the terms or conditions of this License. 9. THIRD PARTY SOFTWARE.The Licenses Software uses certain additional 3rd Party software components for certain functional ities.These software components are automatically installed with the Licensed Software but are separately licensed by the 3rd party licensors under the following terms. In addition to the terms above, Company acknowledges and agrees to these terms. • MICROSOFT DATA ACCESS COMPONENTS 2.6 ("MDAC"): The MDAC are a software framework which is being used with uniFLOW for accessing SQL server and other data base systems. They are included with uniFLOW and are automatically installed during the uniFLOW installation process. Without them uniFLOW could not access these data bases. MICROSOFT CORPORATION END-USER LICENSE AGREEMENT MICROSOFT DATA ACCESS COMPONENTS 2.6 IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Microsoft Corporation for the Microsoft software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Product"). An amendment or addendum to this EULA may accompany the Product. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND. 1. GRANT OF LICENSE. Microsoft grants you the following rights provided that you comply with all terms and conditions of this EULA: a. Installation and Use. You may install and use an unlimited number of copies of the Product only for your internal use on your premises. You may make an unlimited number of copies (either in hard copy or electronic form) of any electronic documents included with the Product only for your internal use on your premises. b. Storage/Network Use. You may also store or install a copy of the Product on a storage device, such as a network server, used only to install or run the Product on your other computers over an internal network. c. Performance or Benchmark Testing. You may not disclose the results of any benchmark test using the Product to any third party without Microsoft's prior written approval. d. Application Development; Redistribution Rights. You may use the Product to design, develop, and test your software application products that will add significant and primary functionality to the Product ("Application"). You have a royalty-free right to reproduce and distribute the Product, provided that you comply with the following: i. General Redistribution Requirements. You will (a) redistribute, or have third parties redistribute, the Product in its entirety, in object code only, in a single executable file as provided by Microsoft (MDAC typ.exe), and only in conjunction with and as a part of an Application; (b) not use Microsoft's name, logo, or trademarks to market your Application without the prior written consent of Microsoft; (c) include a valid copyright notice with your Application; (d) include all copyright and trademark notices contained in the Product; (e) include a copy of this EULA with any Product you distribute; (f) indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorneys'fees, that arise or result from the use or distribution of your Application; and ii. Not permit further distribution of the Product by end users of your Application. You may direct your Application end users who desire to obtain Product redistribution rights to: hftp://www.microsoft.com/data/download.htm. Microsoft reserves the right to delete the Product download and to change, move, or remove this web page at any time, at its sole option.(ii) Reservation of Rights. Microsoft reserves all rights not expressly granted to you in this EULA. Page 95 Copiers and Managed Print Services a FP-NP®1"01,NA PO yaluePoint Master Agreement Terms and Conditions,CMS N 140595 to to N 2. ADDITIONAL SOFTWARE.This EULA applies to updates or supplements to the original Product provided by Microsoft, unless we provide other terms along with the update or supplement. 3. TRANSFER.Transfer to Third Party.The initial user of the Product may make a one-time transfer of the Product to another end user.The transfer has to include all component parts, media, printed materials, this EULA, and if applicable,the Certificate of Authenticity.The transfer may not be an indirect transfer,such as a consignment. Prior to the transfer, the end user receiving the transferred Product must agree to all the EULA terms. No Rental. You may not rent, lease, or lend the Product. 4. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.You may not reverse engineer, decompile,or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. 5. TERMINATION.Without prejudice to any other rights, Microsoft may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the Product and all of its component parts. 6. CONSENT TO USE OF DATA. You agree that Microsoft and its affiliates may collect and use technical information you provide as a part of support services related to the Product. Microsoft agrees not to use this information in a form that personally identifies you. 7. EXPORT RESTRICTIONS. Export-Restricted Encryption. If the Product is identified as "North America Only Version, "the following terms apply:The Product contains strong encryption and cannot be exported outside of the United States (including Puerto Rico, Guam and all other territories, dependencies and possessions of the United States) or Canada without a U.S. Commerce Department export license or an applicable license exception. You agree that you will not directly or indirectly export or re-export the Product(or portions thereof), other than to Canada, without first obtaining an export license or determining that a license exception is applicable. For additional information see http://www.microsoft.com/exporting/. Exportable Encryption. if the Product is not identified as "North America Only Version,"the following terms apply: You agree that you will not export or re-export the Product (or portions thereof)to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export the Product (or portions thereof): (i)to any country subject to a U.S. embargo or trade restriction; (ii)to any person or entity who you know or have reason to know will utilize the Product (or portions thereof) in the production of nuclear,chemical or biological weapons; or(iii)to any person or entity who has been denied export privileges by the U.S. government. For additional information see http://www.microsoft.com/exporting/. S. DISCLAIMER OF WARRANTIES.To the maximum extent permitted by applicable law, Microsoft and its suppliers provide the Product and support services (if any)AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any(if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence,all with regard to the Product, and the provision of or failure to provide support services. ALSO,THERE 1S NO WARRANTY OR CONDITION OF TITLE,QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT. 9. EXCLUSION OF INCIDENTAL,CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE,AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER)ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT,THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT,TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MICROSOFT OR ANY SUPPLIER, AND EVEN IF MICROSOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever(including, without limitation, all damages referenced above and all direct or general damages), Page 96 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions„CMS#140595 ti ct, N the entire liability of Microsoft and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Product or U.S. $5.00. The foregoing limitations, exclusions and disclaimers (including Sections 11 and 12 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 11. NOTE ON JAVA SUPPORT.THE PRODUCT MAY CONTAIN SUPPORT FOR PROGRAMS WRITTEN IN JAVA.JAVA TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS,AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES,OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF JAVA TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. Sun Microsystems, Inc. has contractually obligated Microsoft to make this disclaimer. 12. U.S.GOVERNMENT LICENSE RIGHTS.All Product provided to the U.S Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with`Restricted Rights"as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227.7013(OCT 1988), as applicable. 13. APPLICABLE LAW. If you acquired this Product in the United States, this EULA is governed by the laws of the State of Washington. If you acquired this Product in Canada, unless expressly prohibited by local law,this EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder,you consent to the jurisdiction of the federal and provincial courts sitting in Toronto,Ontario. If this Product was acquired outside the United States,then local law may apply. 14. COPYRIGHT.The Product is protected by copyright and other intellectual property laws and treaties. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in the Product.The Product is licensed, not sold. 15. ENTIRE AGREEMENT.This EULA, including any addendum or amendment to this EULA which is included with the Product, are the entire agreement between you and Microsoft relating to the Product and the support services (if any), and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA.To the extent the terms of any Microsoft policies or programs for support services conflict with the terms of this EULA,the terms of this EULA shall control. • CRYSTAL REPORTS FOR MICROSOFT VISUAL STUDIO 2005: MS Visual Studio is a development environment that is being used by uniFLOW. Crystal Reports, which is integrated with MS Visual Studio, is being used by uniFLOW for generating printing reports, a core functionality of uniFLOW. Please also refer to https://support.microsoft.com/en-us/kb/318102. NT-ware as a developer is licensee of MS Visual Studio and of Business Object Software Limited ("Business Objects"), the supplier of Crystal Reports software. Business Objects permits NT-ware to sub-license certain Crystal Reports Runtime Software to uniFLOW End-Users. Similar to MDAC, Crystal Reports Runtime Software ("Runtime Software") is included with uniFLOW and is automatically installed during the normal installation process. The following are terms Company agrees to as a condition of its use of the Runtime Software: The Runtime Software is licensed, not sold, to Company. Company may only use the Runtime Software in conjunction with uniFLOW.Accessing data that is not specifically created or used within the context of a uniFLOW is in violation of this license. o Company agrees not to alter disassemble, decompile, translate, adapt or reverse-engineer the Runtime Software or the report file(.RPT)format; o Company agrees not to distribute the Runtime Software with any general-purpose report writing, data analysis or report delivery product or any other product that performs the same or similar functions as Business Objects' product offerings; Page 97 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terns and Conditions,CMS p 140595 00 to T_ N o Company agrees not to use the Runtime Software to create for distribution a product that is generally competitive with Business Objects'product offerings; o Company agrees not to use the Runtime Software to create for distribution a product that converts the report file (.RPT)format to an alternative report file format used by any general purpose report writing, data analysis or report delivery product that is not the property of Business Objects; and o Company agrees not to use the Runtime Software on a rental or timesharing basis or to operate a service bureau facility for the benefit of third parties. BUSINESS OBJECTS AND ITS SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS FOR THE RUNTIME SOFTWARE. BUSINESS OBJECTS AND ITS SUPPLIERS AND DISTRIBUTORS SHALL HAVE NO LIABILITY WHATSOEVER UNDER THIS AGREEMENT OR IN CONNECTION WITH THE RUNTIME SOFTWARE. Business Objects and/or its suppliers retain all right, title and interest in and to the Runtime Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. Company neither owns nor hereby acquires any claim or right of ownership to the Runtime Software or to any related patents, copyrights, trademarks or other intellectual property. Company agrees to use reasonable efforts to prevent and protect the contents of the Runtime Software from unauthorized disclosure or use. Business Objects and/or its suppliers reserve all rights not expressly granted to Company. Business Objects' suppliers are the intended third party beneficiaries of these terms and have the express right to rely upon and directly enforce the terms set forth herein. The Runtime Software is copyrighted by Business Objects and/or its suppliers and is protected by United States copyright and patent laws and international treaty provisions. SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT This software support and maintenance agreement ("Agreement") by and between the company whose name and address appear in the registration described in Section 1 below ("Company") and NT-Ware U.S.A., Inc. a Delaware corporation ("NT-Ware"), sets forth the terms and conditions under which NT-Ware will furnish updates to and technical support for the licensed software products of NT-ware covered by this Agreement ("Licensed Software"). 1. ELIGIBILITY. In order for Company to be eligible for maintenance and support services, Company must register online by completing the requested information when prompted during installation.Once Company activates the support services, NT-Ware's support and maintenance database will determine eligibility and the effective term (including the initial term and any extended terms purchased with the initial purchase of Licensed Software) and send confirmation to Company. In case an online registration is not possible, the registration may be completed via e-mail or by fax to the number listed in the registration procedure. 2. TERM.This Agreement shall commence on the date ("Commencement Date") which is the date of license of the Licensed Software. Unless terminated pursuant to Section 9 below, this Agreement shall be in effect for one (1) year from the Commencement Date, and is included at no additional charge in the price of the Licensed Software purchased from Canon U.S.A., Inc. ("Canon USA") or an authorized office imaging retail dealer of Canon USA("Dealer").At the time of original purchase or prior to the expiration of this one (1)year term, Company may purchase additional years of extended maintenance and support solely from Canon USA or a Dealer.Accordingly, depending on the purchase of extended support,the duration of support will be for a period of up to five (5) years from the date of license of the Licensed Software ("Support Term"). For current extended support prices, please contact Canon USA or a Dealer. Such prices may be changed at any time without notice. No matter when purchased, the term of extended maintenance and support starts upon the expiration date of the term that you have previously purchased.To ensure continued maintenance and support,the extension must be purchased by Company prior to the expiration of this Agreement. If additional Licensed Software is purchased,this may result in adjustment of the effective term for all supported Licensed Software. Customer may contact the purchase source for the Licensed Software(Canon USA or Dealer) for information about the effective term of support and Page 98 Copiers and Managed Print Services-RFP-NP-18-001,„NASPO ValoePoint Master Agreement"terms and Conditions,CMS#140595 0) cfl N maintenance. Support outside the scope or term of this Agreement may be provided at the published rates of NT- Ware, Canon USA or its Dealers, as the case may be, for time and materials and with Company assuming all costs, including shipping. 3. UPDATES TO LICENSED SOFTWARE. During the Support Term NT-Ware will provide updates to the Licensed Software, including patches and new versions of the Licensed Software ("Updates")to Canon USA within 30 days of NT-Ware's commercial release of such Updates, and Canon USA will distribute such Updates to Dealers (or,where applicable, its direct purchasers). During the Support Term, Company is entitled to receive all commercially released Updates of the Licensed Software. Company may install any Update release itself or engage Canon USA or a Dealer to perform such installation for an agreed upon charge. NT-Ware reserves the right to discontinue support for connections to versions of third party applications that are no longer supported by the manufacturer. New versions of the Licensed Software, such as versions for new operating systems or which feature fundamentally new functionality, are not within the scope of this Agreement.Also, Updates that are patches will only be suitable and compatible with a version of Licensed Software that is not more than two (2)years from its release date (i.e., within a Mainstream Support Period as defined below).Any open source operating system software and certain other third party software components that are included in the Licensed Software will be supported solely to the extent that the relevant developer makes support available to NT-Ware,and NT-Ware reserves the right to replace such third party software at any time, including if technical updates or compatibility upgrades deemed necessary by NT-Ware are not forthcoming from any such developer.Any Updates or other modified version of the Licensed Software provided under this Agreement shall be subject to the same End-User License Agreement as is applicable to the Licensed Software, and shall be subject to its terms. 4. OBTAINING TECHNICAL SUPPORT. During the Support Term, Company shall contact the purchasing source (Dealer or Canon USA) for Level 1 support on a uniFLOW System. Level 1 support consists of providing help-line telephone assistance in operating the uniFLOW System and identifying service problems, escalating issues as needed to rectify such problems with bug fixes, if needed to remedy a problem, and maintaining a log of such problems to assist in tracking the same. If Company still requires technical support after Level 1 support has been provided by Dealer or Canon USA, as the case may be, then,at Company's request, Canon USA shall escalate the problem in coordination with NT-Ware. Company must specify a designated individual who will act for Company as the sole support liaison to Dealer or Canon USA. NT-ware will provide Level 3 support and bug fixes (if needed) only if, on the date of the support request, Company is running a version of Licensed Software that is no more than two (2) years from the release date of such version ("Mainstream Support Period"). If the Support Term is ongoing but Company requests support for a problem more than two (2), but less than seven (7) years from the release date of the Licensed Software version (the"Subsequent Support Period") hotfixes for bugs in such version are possible but not guaranteed, and any Update releases specifically for this version will further be provided at NT- ware's sole discretion based on common market demand. During the Support Period, the Mainstream Support Period will be refreshed whenever Company is running a version of the License Software that is within two (2) years of the version release date.Therefore, Company is advised to install promptly all Updates produced by NT- Ware under Section 3 and made available to Company by its Dealer or Canon USA under Section 3 to ensure that NT-Ware will optimally support Company's versions of the Licensed Products throughout the term of Company's purchased Support Period. In making a request for technical support,the Company representative must identify Company and provide the serial number(s) and release date of its version of the Licensed Software then running to define the support to which it is entitled. S. ASSIGNMENT. NT-Ware will be entitled to assign, sub-contract or sub-let this Agreement or any part thereof. Company will not be entitled to assign this Agreement or any part thereof without the prior written consent of NT-Ware. 6. LIMITATION OF LIABILITY. NEITHER NT WARE, CANON USA, NOR ANY DEALER, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DEGRADATION OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) ARISING FROM THE MAINTENANCE AND SUPPORT OF THE NT-WARE SYSTEM, INCLUDING LICENSED SOFTWARE AND UPDATES THEREFOR, OR FROM ANY OF NT-WARE'S OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF NT-WARE, CANON USA OR DEALER HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. COMPANY ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR NT-WARE (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES ARISING OUT OF COMPANY'S OPERATION OR USE OF THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY COMPANY TO DEALER OR CANON USA. Page 99 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions.CMS p 140595 0 ti N 7. GENERAL.This Agreement is the complete and exclusive statement of the terms and conditions under which NT-Ware will produce Updates to be made available to Company through Canon USA and its Dealers with maintenance and certain technical support services for the uniFLOW System, including updates to Licensed Software.This Agreement supersedes any prior proposal, agreement,or communication, oral or written, pertaining to the subject matter contained herein.This Agreement shall be governed by the laws of the State of New York. All questions concerning the terms and conditions of this Agreement should be directed to NT-Ware in writing to NT- Ware U.S.A., Inc. at 105 Maxess Road, Suite 129 S, Melville, New York 11747. a. U.S. GOVERNMENT RESTRICTED RIGHTS.Any new releases, upgrades or versions of the Licensed Software are provided with Restricted Rights. Licensed Software provided under this agreement is"commercial computer software"as defined in DFARS 252.227-7014(a)(1)(June 1995) and accompanying Documentation is subject to Restricted Rights. Contracting Officer and Government End User agree to the inclusion of third party copyrighted computer software and documentation for all Licensed Software provided under this Agreement. Use, duplication, or disclosure by the Government is set forth in subparagraph (b)(3)of Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation, DFARS 252.227-7014(June 1995) or subparagraphs (c)(1)and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227- 19(June 1987), as applicable. Contractor/manufacturer is NT-Ware U.S.A., Inc., 105 Maxess Road, Suite 129 S, Melville, New York 11747. Contracting Officer and Government End User acknowledge that they have read all of the above terms and conditions, understand them, agree to be bound by them and further that neither Canon USA nor Dealer is a NT-Ware's agent, nor are they authorized to make representations or warranties on NT-Ware's behalf, or to vary any of the terms or conditions of this Agreement. 9. TERMINATION.This Agreement shall terminate automatically without notice to Company upon failure to comply with any term or condition set herein or upon the termination of the license agreement for any Licensed Software. Upon such termination, Company acknowledges that no refunds of any maintenance fees shall be made. Registration Data: In order to activate your NT-Ware Software Maintenance and Support Agreement, you must register the Licensed Software covered by this Agreement by completing the requested information when prompted during installation. Be prepared to supply the following information: COMPANY name/Technical Contact (Name and Title): Post Office Address: E-mail Address: DEALER name: [Licensed Software Serial Number—the 10 digit number after"S/N"that is located on the label of the software CD case.] Page 100 Copiers and Managed Print Services- FP-NP-15.001,NASPo VeiuePoint faster Agreement Terms and Conditions,CMS k 140595